My Little Pony, Friendship is Magic: Storm of Friendship
by SPB
Summary: (Takes place in the universe of "My Little Pony, Friendship is Magic: Stallion Edition" and set after Chapter 154. Originally published on FiMFiction) Shining Armor and his friends must journey beyond Equestria to combat the threat of the evil Storm King, and save it from his clutches.
1. Friendship Festival

The city of Canterlot was filling up with ponies from all walks of life, and even some non-ponies. Word had spread like wildfire about the first ever Friendship Festival, and with the one and only Songbird Serenade as the headlining attraction it promised to be an event like no other.

Two pegasi were even chatting among themselves as they arrived in the city. "Can you believe how utterly packed it is?" One mare asked another. "We almost couldn't book a stable, let alone a hotel."

"Well, when the number one pop artist in all of Equestria is the star attraction, who in their right mind is gonna pass up the opportunity?" The other mare replied. "I'm surprised that Prince Shining Armor's the one they say planned all of this. It doesn't seem like his style."

The first mare only laughed. "Oh please, this is the same prince who pulls double duty as captain of the Royal Guard. I'm sure he knows what he's doing. I mean, when has he ever _not_ known?"

The two pegasi couldn't have known, but Shining Armor was more than a little concerned. He was pacing back and forth nervously outside the castle, eyeing the festival attendees as they arrived and occasionally glancing back to Flurry Heart who rested comfortably in her little basket.

"Is everything alright, Shining Armor?" Cadence asked her husband. "You seem... troubled for lack of a better term."

Shining shook his head. "I'm fine, just wondering where Songbird Serenade could be. She's supposed to be here by now and she's not. How can I ensure the festival runs smoothly if the star attraction is late?" Then he turned to his wife and asked her. "Plus, are you sure it was a good idea to bring Flurry Heart with us?"

"Flurry needs to get out and see the world," Cadence replied to Shining. "Besides, with Flash Sentry helping out on guard detail and even Sunburst otherwise occupied, we very well couldn't just book a foalsitter," Just then, Flurry let out a yawn, and started to close her eyes. "Well, I'd better go find Sunburst and set Flurry down for a nap. Aunt Celestia and Aunt Luna will be expecting me shortly, something to do with the concert I imagine."

Shining gave his wife and his daughter both a kiss on the forehead, then watched them slowly trot off into the distance. But he was not alone for very long. Soon, Flash Sentry came swooping down next to him. "Just checking in as requested, captain," He saluted. "Nothing to report. Everything is a-okay."

"What about Songbird Serenade? Have you seen her?" Shining questioned.

Flash shook his head. "I haven't, and neither have any of the other guards. Probably being fashionably late, I'd assume."

"Just my luck," The prince groaned in frustration. "The first festival I ever plan, and the singer shows up late. Like I don't have enough to deal with just managing security and everything _else_. I'm starting to think this is a sign of something."

"A sign of what? Everything's been peaceful, and it has been ever since that nasty Queen Chrysalis was deposed," Flash Sentry proudly boasted. "Wouldn't surprise me if she's still licking her wounds and sulking to herself in some far off corner of Equestria."

Shining sighed, hanging his head. "That's the thing, Flash. It's been _too_ peaceful and quiet. I don't like it. The last time things were this peaceful, it all ended with Starlight trying to go back in time and rewrite history."

"No offense, captain, but you worry too much," Flash reassured the stallion with a gentle pat. "You've trained the royal guards very well, and taught me everything there is to know about running them. If anyone tries anything and I _do_ mean anything, we'll be ready. And as for Songbird Serenade, I'm sure she'll turn up in due time. Things always have a tendency to work out for the best in the end."

"I suppose maybe you're right, Flash," The alicorn prince conceded. "All the same I can't help but worry, it's in my nature I suppose. My sister worries about all sorts of little details, and I worry about the big picture. My dad's pretty obsessed too from what I've been told, so I guess it runs in the family."

Flash couldn't help but chuckle in spite of himself. "Well you just try not to let those worries get you down. In fact, why don't you go check on the rest of the preparations? I'll let you know if anyone spots anything suspicious."

* * *

Taking the young lieutenant's advice, the prince and captain of the Royal Guard decided to take a walk through the crowded streets of Canterlot. He'd placed all of his friends into various activities to set up for the festival, including the Wonderbolts for extra security (and a small performance), and the Apple family to manage the food.

Yet the first ponies he happened to bump into while making his rounds, were Fancy Pants, Fleur, Rarity, and Soarin. Soarin was currently watching as the trio of fashion ponies arranged diamonds along the stage intended for the concert that night.

"Geez, you guys sure are taking your sweet time," Soarin impatiently grumbled. "At this rate the stage won't be even half done by the time the concert starts."

"Soarin, must you insist on rushing perfection?" Fancy Pants scolded. "These diamonds must be arranged just so if they're to truly shine."

Fleur arched an eyebrow up towards the pegasus stallion. "Shouldn't you be rehearsing for the Wonderbolts' show or something?"

"That's not until late tonight, after Songbird Serenade's concert," Soarin replied. "Spitfire hasn't even started practicing yet. So I just thought I'd stop by and see what's going on here. With Rainbow Dash clearing the clouds and Thunderlane off doing who knows what, I figured this was as good a place as any to survey."

"Well, why don't you kindly go find somewhere else to be helpful?" Rarity remarked. "You're making it difficult to concentrate."

Shining came upon the scene of the potential argument, quickly clearing his throat to attract everyone's attention. "Alright, that's enough. There's no time for petty squabbling amongst ourselves. Soarin, why don't you make yourself useful and check on Starlight and Trixie's fireworks display? Make sure they don't overdo it."

"Can do!" Soarin saluted and took to the skies a moment later.

"The rest of you can take as much time as you feel necessary to work on that stage," Shining informed the trio of fashion ponies. "Songbird Serenade is apparently going to be fashionably late for some reason."

"Oh dear, I hope everything's alright on her end." Fleur commented with concern.

"I do hope she's not sick or something. Although, if that was the case I suspect she would've sent a note." Rarity pondered.

Shining just shook his head. "It doesn't matter, I have a feeling she'll turn up in due time. Now, I'm off to go check on the food."

* * *

The stallion soon found the entire Apple Family (including Braeburn and Apple Bloom) hard at work near a booth, preparing all sorts of delicious apple treats. And from there he could see Pinkie Pie hard at work on her own confections, close to where Starlight and Trixie were assembling a varying assortment of fireworks.

Big Macintosh waved a hoof and invited his friend over. "Howdy, Shinin' Armor. Lovely day, ain't it?"

The prince smiled and nodded. "It sure is, not a cloud in the sky. Nice to see Rainbow Dash being useful for a change."

"Hey now," Applejack half scolded/half laughed. "Rainbow can be stubborn and lazy somethin' fierce, but even she's capable of surprising' ya when she's darn good and motivated. Probably helps I offered her a few free samples of cider when she's all done. Cloud bustin' like that, she's probably gonna work up quite the thirst."

"Don't go givin' her too much now, ya hear?" Granny Smith warned. "We only got so much of that cider to go 'round, and we wanna make sure we've got enough for everypony who wants some. This ain't cider season, ya know."

Applejack nodded, adjusting her stetson hat. "I know, Granny, I know."

"Say, where's Grand Pear? I thought he was living with you guys now." Shining questioned, as he looked all around but saw no traces of the elderly stallion.

Granny Smith waved a hoof. "Old Prickly Pear stayed behind to watch the farm for us while we're up here. Said he don't care much for the hustle and bustle of city life anymore, got more than his fill of it in Vanhoover."

"Were you hopin' to meet with him? He's actually a pretty nice guy now, nothin' like what Granny Smith used to make him out to be." Apple Bloom commented, cheerfully working on making an apple pie.

"Where are your friends?" Shining asked Apple Bloom.

"Cheerilee's busy watchin' 'em, part of a class field trip," Apple Bloom explained, giggling slightly as she whispered. "Though I think she wanted an excuse to see her special somepony. My brother's quite the hunk."

Big Mac appeared to blush, but it was hard to tell with how red his coat was. The stallion quickly changed the subject. "Say, you feelin' okay, Shinin'? You look like your mind's in 'bout half a dozen other places or so. What's eatin' ya?"

"What? Oh, it's nothing. Just some silly concerns that you needen't worry about." Shining protested with a shake of his head.

"Doesn't sound like nothin' to me," Braeburn commented as he trotted over. "Whatever is, you can tell us. We're friends, and friends are always there for each other. After all we've been through, you oughta know 'bout that."

The alicorn tried not to groan. Of all his friends, Braeburn and Big Macintosh were the ones who seemed to most often know what he was really feeling. He suspected it might have something to do with the fact that they were the first friends he'd made after arriving in Ponyville. "I just can't help but worry. I've been getting this nagging feeling that things are too peaceful, and that something bad's gonna happen," He confessed. "And then there's the fact that Songbird Serenade is running late, on top of the fact that I'm supposed to manage the festival _and_ run security. All the stress is giving me a headache!"

"Well, you don't have to do it all alone. You've got friends to help ya out," Braeburn replied as he pulled Shining close. "You just the say word and we'll be there. We got this together," Then a grin formed on his face. "And I think I know just the thing to cheer you up."

Braeburn returned shortly with a huge cannon of some kind. Shining was more than a little concerned by it. "Braeburn, what is _that_ thing?"

"Just a little somethin' I had Pinkie whip up for me," Braeburn explained. "She calls it the E-Z Bake Cannon. It can make a gigantic cake with the press of a button."

"Is it safe?" Shining gulped.

Braeburn nodded, leaning against the cannon. "Of course it's safe," But then he accidentally pressed a button. The cannon arched upward, and shot out a massive cake. "Whoops!" Was all the earth pony could say, before the cake landed layer by layer on top of Shining.

The alicorn prince quickly poked his head out from the top layer of the cake and groaned. "Braeburn!"

"It was an accident, I swear!" Braeburn immediately apologized. "Pinkie told she hasn't gotten all the bugs worked out just yet."

Shining sighed and took a deep breath to calm himself down. "Whatever, just keep that thing away from me, please. And be careful when you next to decide to use it. I don't want ponies getting crushed by giant cakes."

* * *

Just then, two audible grunts caught the prince's attention. Two unicorn stallions with black suits appeared, one of which had a dark grey coat, and a blackish-brown mane and tail styled into an afro. And the other had a lighter grey coat and a light brown mane and tail in mini curls. Their eyes were obscured by thick sunglasses. And between them stood a greenish-white coated pegasus mare with a pale gold mane and tail with light gamboge highlights. Her mane obscured her face, making it impossible to see her eyes. But her cutie mark depicted a white cloud with six heart shapes in a rainbow of colors circling around it. She also wore a pink bow and a black jacket.

Shining recognized the mare at once, emerging from the cake to greet her. "Ah, you must be Songbird Serenade. Please, excuse my current state of appearance."

"Hiya," Songbird Serenade cheerfully greeted. "I'm looking for the pony in charge. I was hoping to get set up for a sound check so I can start rehearsing."

"The pony in charge would be me," Shining greeted, stepping forward. As he did so, he accidentally flung a bit of pink frosting onto the singer's jacket. "Oh no! Oh my gosh, I am _so_ sorry about that, really." He apologized.

Songbird Serenade just laughed. "It's alright, Jim and Jayson have it covered."

"You got a visual on the frosting?" The light grey coated stallion asked his partner.

"Roger that, going for clean-up." The dark grey coated stallion replied, and he moved over and quickly swiped off the frosting with a hoof. Then he took a hankerchief and cleaned the spot where the frosting had impacted.

Songbird Serenade didn't seem the least bit bothered by what had just happened. She simply said to the prince. "Jim's the light grey coated stallion, and Jayson is the dark grey coated stallion. They're my bodyguards, but you probably already guessed that. I never travel anywhere without 'em."

"Well, we're delighted to have you here. You _and_ your bodyguards," Shining said to the singer. "A stage has been already been set up. I hope it's to your liking. It's probably not as glamorous as some of your other performing venues, but it's the best we could do with the budget given."

Songbird eyed the modest stage, and flashed a smile. "It's perfect!"

Shining breathed a sigh of relief. With the main attraction having safely arrived, hopefully the rest of the festival would go off without a hitch.


	2. A Unicorn With No Horn

All of a sudden, however, there came a clap of thunder. Everyone looked up and saw a batch of what appeared to be storm clouds materialize in the sky.

"Wait just a darn minute here!" Shining remarked as he then angrily barked out. "Rainbow Dash, I thought I told you I didn't want any storm clouds during the festival!"

"Uh, I don't think those are storm clouds. At least, none I've ever seen." Rainbow confessed.

"Then, what are they? And where did they come from?" Shining wondered aloud.

"I have a bad feeling we're about to find out," Twilight gulped. "Look!"

Emerging from the clouds was a huge zeppelin of some kind, coated entirely in black.

"Maybe those are the clowns Pinkie ordered?" Braeburn questioned, which prompted everyone to look at him as if he'd lost his mind. "What?" The stallion replied. "Maybe these clowns have a really weird sense of humor or somethin', can you blame a stallion for tryin' to be optimistic here?"

Shining groaned. "Braeburn, I appreciate the thought, but now is really not the time. Whoever's on board that zeppelin, I get the feeling they're not here for a party," Then he proceeded to complain. "Why do these things always have to happen in the middle of a big event? Just once could something go off without a hitch?"

The zeppelin touched down a moment later and a huge ramp slid down toward the ground, crushing a balloon animal that had ended up in its path. "Brian, no!" A voice cried.

But all eyes were soon drawn to a much more unusual sight. A small hedgehog with a dark grayish cobalt blue coat, a puffy white mane, and brilliant opal eyes came rolling down the ramp. A device of some sort appeared beside him, and he tapped on it, as it slowly transformed into a megaphone. "Greetings, citizens of Equestria!" The hedgehog's voice echoed through the megaphone, breaking the tense silence. "The name's Grubber, but you can know me as your conqueror. For I, along with my little friends here, come on behalf of a higher power. His almighty badness, the Storm King!"

Shining happened to glance in the direction of Princess Celestia, and saw her let out a gasp at the mention of the Storm King. " _Sounds like another old threat the princess never mentioned._ " He thought, as the prince saw banners unfold. They depicted a strange, bipedal creature that looked almost like Lord Tirek. Except he had cold colors of blue and white, and wore a crown of some kind.

"Now, the Storm King sends his regrets that he couldn't personally be here to oversee your destruction. But he has rather pressing engagements elsewhere," Grubber went on, clearly trying to instill a sense of fear in the crowd. None appeared to be even remotely shaken though. "Not to worry," The hedgehog went on. "His excellency has sent only the best to carry out his bidding. So please put your hooves together and give it up for the one, the only, Commander Tempest Shadow!"

The zeppelin's door slowly rose, and from a thick blanket of red fog emerged a rather tall and slender looking unicorn mare. Her coat was a noticeable dark orchid in color, and her mane and tail were moderate rose in stiff curls. Her moderate opal eyes seemed to coldly scan the crowd, silently judging them. But most noticeable of all, across her face was a huge scar, and where her horn should be there was only a broken stub.

Tempest was silent for a moment, glaring down at the crowd from the zeppelin. Then she spoke, her voice sounding cold and almost void of emotion. "Listen up ponies, here's the deal. I'm not here for all of you, I only want the four alicorns who rule over you and who you hold in such high regard. If these four agree to surrender, I'll leave the rest of you alone. Or we can make it difficult for everyone. It's your choice."

Luna glanced up at the unicorn clad in armor. "You come here with an army, poised for attack, and expect us to believe you'll do us no harm if we surrender? Why should we trust a word you say?"

Cadence, meanwhile, was eyeing Tempest's appearance. Specifically her horn and scar. "What happened to you, Tempest? How did you end up in such a state?"

"An unfortunate accident from long ago, that's all you need to know," Tempest coldly replied. "I expect you to cooperate, not to ask questions. Now, are you gonna do what I ask, or do I have to make you? Because I will."

Celestia glared at Tempest and said to the unicorn. "You're making a mistake, Tempest. I don't know what could cause a pony like you to betray Equestria and side with the Storm King, but I suggest _you_ surrender now if you wish to be shown mercy. Perhaps there might even be a way to heal those wounds and restore your horn."

Tempest only shook her head. "It's too late for that, princess. I've pledged myself to the Storm King and I don't intend to disappoint him. I won't ask you again, do you surrender?!"

Celestia firmly shook her head, stomping her hoof down in protest. "No, never! We will never surrender to the likes of you! And you can tell his 'highness' that he will NOT have Equestria so long as my sister, niece, nephew-in-law, and I still draw breath!"

"Too bad, I was hoping you'd pick the sensible option," Tempest sighed. "Why do they always insist on doing it the hard way?" Then she gave a whistle. "Okay boys, you know the drill. Rough up as many ponies as you have to, but bring the alicorns to me. And remember, I want them alive!"

"Uh-oh, not good!" Was all Shining could bring himself to say, before a huge bunch of yeti like creatures with dark black fur emerged from the zeppelin. The battle for Canterlot had now begun!

* * *

It took very little time for small groups of ponies to form out of necessity. All of them were united by a common goal, fending off Tempest's goons.

Cheerilee surprised Big Mac by effortlessly grabbing one of the goons and flipping him onto his back! "My twin sister's a professional wrestler, I've picked a couple of moves just from watching her." She explained.

"I knew there was somethin' I liked about you, Cheerilee," Big Mac smiled, bucking another goon with his strong back hooves. "I'm so sorry this all had to happen. I know you were really lookin' forward to this field trip."

"Well, I said I wanted a change. Guess this is why they always say 'Careful what you wish for, you might just get it.'" Cheerilee commented, before she and Big Mac went back to taking on the goons.

Elsewhere, Fancy Pants and Fleur formed a tag team to alternatively take down goons with their magic and their hooves. "Those self defense classes were a wise investment, Fancy Pants," Fleur declared. "Reminds me of when we first met, and I was your bodyguard."

"Just like old times." Fancy Pants laughed.

Soarin alternated between the Wonderbolts as needed, soon taking notice of a particularly frightening fact. "I don't like this, Spitfire!" He said to his captain. "No matter how many of these guys we defeat, they just keep coming and coming! It's an endless swarm!"

"I think you might be right, Soarin!" Spitfire replied, as she swooped down and knocked a couple of goons aside. "If our odds don't improve soon, we're in big trouble! We weren't meant for this kind of long term combat, especially not against a foe with endless goons to throw at us."

"Come on, there's gotta be an end in sight somewhere!" Rainbow firmly declared. "They're gonna run out sooner or later!"

" _Let's hope it's sooner, for our sakes._ " Soarin thought to himself. Already he could feel the constant battling taking its toll on him.

* * *

While all this was going on, Shining Armor had his sights set on Tempest and Grubber. But a nagging thought kept lingering in the back of his mind and refused to let him be. " _Just who or what is the Storm King? And why is Princess Celestia so terrified of him?_ "

But a much more pressing concern quickly occupied the prince's every thought. Flash Sentry came swooping down, panting heavily and covered in bruise marks. "We're stretched to capacity, Captain! We're not making any headway against the enemy, and a lot of the guards are getting pretty banged up!"

Shining growled and grit his teeth. "This can't be happening! This is a nightmare!"

"This isn't a nightmare, it's real!" Flash replied, lowering his helmet. "I think it's time to face facts, captain! We're fighting a losing battle. And if we don't do something soon, we're going to lose our lives!"

"Then there's only one thing to do," The alicorn reluctantly realized. "Tell all the guards to fall back and take as many civilians as possible with them. We need to fall back and rethink our strategy. Better to lose the city than to lose our lives."

"Got it, Captain! What about you?! What will you do?" Flash asked his superior.

The prince replied with grim determination. "What I always do, hold the line for long as possible. That way I can hopefully buy the others some time."

"What?! Are you nuts?! I'm not leaving you behind, Captain! You'll get yourself captured or even killed!" Flash protested. "Let me stay and fight alongside you!"

"I gave you an order, Lieutenant Flash! And I expect you to follow it!" The captain angrily barked out. "It's not up for debate! Go find Sunburst, Starlight, and my sister, and get out of here while you still can! I'll be fine, just go!"

"But Captain-" Flash began.

"Go, now!" Shining interrupted!

Reluctantly, the pegasus obeyed his superior. But as he flew off he took one last look at his captain. " _I sure hope you know what you're doing._ " He thought. Then he set off to locate Sunburst, figuring that wherever he was there was a good chance Starlight would be there too.

* * *

While all that was going on, Cadence spotted an opportunity. Tempest was all by herself, seemingly unaware of the danger she was placing herself in. The princess of love carefully charged forward, hoping to catch the broken horned unicorn by surprise.

Shining, witnessing the scene from afar, smiled. His wife had the right idea. Capture the leader, and with any luck the rest of the invading army would surrender.

However, Tempest spotted the princess as she began to close in on the unicorn. Realizing her mistake, the unicorn tried to run! But before long she could see the shadow of Princess Cadence closing in on her! Running away was futile. So she turned around and skidded to a halt. Then she took out a green colored pellet of some kind, holding it firmly in her hooves. " _This_ _ **has**_ _to work!_ " She thought, and bucked it hard with her hooves!

Cadence, spying the fast approaching projectile, swerved out of the way! It whooshed past her without fanfare, and the pink coated alicorn breathed a sigh of relief. "You missed me," She taunted at Tempest. But then suddenly, some kind of green mist emerged from the pellet. To the princess' horror, her body started to be encased in solid crystal! "What is this?!" Was all she had time to say before she was encased entirely in crystal, and fell to the ground!

Her husband had seen the whole thing from afar, and he had watched with horror! His mouth dropping wide open in shock! "Cadence, NO!" He cried at the top of his lungs. Then he felt something snap inside of him, and a great anger began to rage! "You'll pay for your heartless act, Tempest!" He shouted, as he quickly closed in on her and struck her hard with a blast to the chest!

Tempest's armor observed most of the shock wave but she was still pushed back a fair deal. "That wasn't a smoke bomb?!" She commented, as though surprised at what had transpired. A look of shock appeared to be registered in her eyes.

"I don't care what it was, you're going to undo what you've done this instant!" Shining demanded. "You're not just messing with a prince, you're messing with the captain of the Royal Guard! I've had training the likes of you which you couldn't begin to imagine!"

"Ooh, royal guard training," Tempest taunted. "Most impressive. But compared to the training I endured at the hands of the Storm King, your 'royal guard training' is mere child's play!"

"I'll make you eat those words!" Shining growled, bucking Tempest hard in the chest and firing off a magic blast.

Tempest instinctively fired off a blast of her own from her stub, the spark managing to match the fury of Shining's assault.

Princess Celestia came swooping down upon the scene a moment later, quickly stepping between the feuding ponies. "That's enough, Shining Armor! Stand aside! As the princess of Equestria, would be traitors answer to me!" She threw up a shield to protect herself a moment later.

The prince was still in a state of seething rage! "Let me go, princess! Let me at her! She has to pay for what she did to my wife!" He bellowed, stomping his hooves down as smoke billowed from his nostrils.

Celestia shook her head. "Anger won't bring Cadence back. Besides, Tempest is not the one we should be worried about. If what she said earlier is true, a much bigger threat is probably on the way as we speak."

"The Storm King?" Shining wondered, to which Celestia confirmed with a nod.

"I will deal with Tempest," The sun princess insisted. "You need only worry about getting everypony else to safety," Then she dropped her shield and began to charge at Tempest as she called out. "Luna, quick! Time is of the essence! Flee south, beyond Equestria, and seek help from Novo, Queen of the Hippo-" But the rest of her speech was cut off, as she was suddenly struck by the same magic pellet that ensarned Cadence.

"Sister!" Luna cried.

Tempest, meanwhile, began preparing another pellet. " _You're not getting away_ _ **that**_ _easily!_ " She thought.

"Luna, watch out!" Shining warned, flying towards the night princess in the midst of fleeing. Alas, the warning came too late for Luna to escape! In vain, she tried to vaporize the incoming projectile with a blast from her horn! But all it did was unleash the mist, and in seconds the dark blue coated alicorn also fell!

* * *

Realizing the situation he was now in, the sole surviving alicorn began to dart about! He knew he needed to find a way to flee, but he also wanted to find a way to lure Tempest away from the countless ponies still trying to escape the attack on Canterlot!

"Twily?! Flash?! Sunburst?! Anypony?!" The prince called out, hoping not to hear any replies.

Unfortunately, his friends overheard. "Shining's in trouble!" They all realized at once, and all of them dropped what they had been doing to rush to his aid!

But before the six stallions could even think of uniting, Tempest called out above the chaos. "Wait!"

Shining spun around, and his eyes widened once again! For he saw Starlight Glimmer being held by one of the goons, struggling in vain to break free. "Let me go! I want no part of this!" She protested, kicking her legs about.

"Let her go, Tempest! She's done no harm to you!" Shining firmly demanded. "I'm the one you want, don't drag my student into this!"

A smirk formed on the broken horned unicorn's face. "Gladly," She coldly replied. "Surrender to me now, and I'll let your prized protege go free. That is, unless you're willing to risk her life on the off chance I don't consider her part of my mission."

The alicorn prince reluctantly flew over to Tempest. "Alright, alright, you've got me. Now let Starlight go," And he was quick to add. "Don't try any funny business. If you lay so much as one hoof on her or anypony else, I'll never forgive you!"

"Relax, I'm a mare of my word. Your student is free to go." Tempest replied, motioning for the goon to release the captured unicorn.

"Starlight, listen to me very carefully," Shining instructed. "Get out of here, now! Find Sunburst, Flash, and my sister, and get somewhere safe. And no matter what happens, don't look back."

"W-what's going to happen to you?" Starlight asked her teacher.

Shining refused to say anything, he just motioned a hoof for his student to flee. Reluctantly, Starlight obeyed.

* * *

The broken horned unicorn eyed her captive with delight. "Now see, prince? All this trouble that could've been avoided had you just surrendered when I gave you the chance."

"What are you gonna do to me?" Shining asked Tempest.

Tempest grinned. "Like I said before, I need you alive. The same goes for your fellow alicorns, including your wife. Don't worry, those crystal prisons won't hold them forever. Eventually they'll break free, and they won't remember a thing. It'll be like they went to sleep."

But then suddenly, a green pellet came whizzing through the air! Headed straight for Shining!

"Shining!" Soarin cried, quickly swooping in to snatch the prince up!

A sickly green cloud of smoke soon covered the spot where the prince had been standing. And when it finally faded, Tempest saw that instead of a crystallized prince, the blast had trapped a wall-eyed pegasus mare with an ice cream cone on her head instead. The mare's eyes narrowed in anger as sparks ominously shot out from the stub on her forehead. "Who threw that pellet?!" She demanded! "He was of no threat to us, he'd already surrendered!"

"It was him!" Two random Storm goons pointed at each other.

Tempest merely growled and stomped her hooves down in frustration! "You nincompoops! You're going to ruin everything! After him, now! Don't let him get away!"

Meanwhile, Soarin brought Shining down in front of his friends, breathing a sigh of relief. "That was too close, just a few more seconds and you'd have been a crystal statue like the others."

"What are we gonna do now, Shining?" Thunderlane asked.

"The only thing we _can_ do, run!" Shining instructed, and the stallions immediately bolted for the nearest exit. They hadn't gotten far though, when Storm goons surrounded them on all sides! Then, to make matters worse, the bridge they were standing on gave way! Without warning, the six stallions were plunged into the waters and swept away by the raging current!

"B.B.B.F.F!" Twilight cried in horror!

"There's nothing we can do for him now, Twilight!" Sunburst shouted. "He risked his life so we could escape! If we don't go now, all his work will be for nothing!"

Reluctantly, the unicorn mare agreed. "Okay," She unhappily sighed. "Is everyone ready?"

"Ready." Came a chorus of voices that included Sunburst, Trixie, Starlight, Flurry Heart, Flash Sentry, Fleur, Cheerilee, and the Cutie Mark Crusaders. With a flick of four horns, the group vanished from Canterlot.

* * *

Grubber and two Storm goons quickly rushed to the last location the stallions had been spotted. But they discovered that the river under the bridge led to a waterfall. It seemed very likely that the six stallions had been swept over it, though whether they'd made the trip down was another question entirely.

"Okay, who's gonna go down there and check for 'em?" Grubber asked the goons.

The goons exchanged glances, then looked at Grubber as if they seemed to be suggesting they wanted the hedgehog to do it.

Grubber immediately threw up his paws. "Oh no way! You know me, I'll sink like a rock the moment I step one foot into that water. You guys caused this mess, you've gotta clean it up."

The goons only insisted.

"Oh that's cool," Grubber sarcastically quipped. "Make the midget do your dirty work. Like I don't get enough of that from Tempest," The hedgehog then sighed. "I'm not going down there and you can't make me. So either one of you takes the plunge, or you can _both_ tell Commander Tempest how you let the enemy get away."

"We'll take our chances with Tempest." One of the goons spoke up.

"Poor choice." Was all Grubber decided to say, and then he and the goons left to inform Tempest of the bad news.


	3. A Plan?

The six stallions, by some stroke of luck, managed to survive the plunge. They eventually surfaced on a small beach miles downstream, all of them severely waterlogged but otherwise unharmed.

However they were not the only ones who had gone over the waterfall as they soon discovered. Shining emerged from the water hauling Spike in his magical embrace. He quickly plopped the baby dragon onto the sand, forcing the water out of his lungs.

"Spike?!" Fancy Pants exclaimed. "Shouldn't you be with Twilight?"

Spike coughed and sputtered, expelling what little water hadn't been forced out by Shining's efforts. "I don't know what happened, honest!" He insisted, shaking quite visibly. "One moment I was with her, fleeing from those horrible creatures. And the next moment I found myself on the bridge as it was collapsing. We must've gotten separated!" He began to weep openly. "I saw everything! The princesses, the ponies running and screaming, it was horrible!"

Shining quickly moved to calm the frightened dragon down, letting him sob into his coat while he lightly stroked the little dragon's scales. "It's okay, Spike, everything is going to be okay," He spoke softly, even though deep down he was not so sure of the words he spoke. "You're with me and the guys now, you're safe. And that's all that matters."

"But... but..." Spike began to stutter.

"You can still breath fire, right?" The alicorn asked the little dragon, who nodded in confirmation even as he sniffled. "Well, send a message to Twilight letting her know you're okay. And tell her to write back to us, so we'll know she's okay too."

Spike slowly pulled his face out from Shining's coat and leapt from his embrace. "I'll... I'll try." He declared, putting on the bravest face he possibly could in the circumstances.

The prince breathed a small sigh of relief, that was one problem taken care of. But there was still the issue of what he and his friends should do next.

"We just got our sorry butts kicked by the worst party crashers in all of history." Braeburn moaned in agony.

"I hate to admit it, but Braeburn is right," Soarin glumly confessed. "Those creatures overwhelmed us with sheer brute strength and numbers. It's like we were hitting a beehive with a stick."

"One thing's for sure," Big Macintosh commented, as he looked up at the now occupied city of Canterlot. "We ain't goin' back there without reinforcements. That is, unless we wanna sign our death warrants and kiss our sorry rumps goodbye."

"Clearly, we need an army," Thunderlane suggested. "Like Discord, or the dragons, or the yaks, or the changelings."

Shining hung his head. "Discord is out of the question, Thunderlane. Ever since that incident a few weeks back where he tried to not be chaotic, he's dropped off the face of the world. And even if he hadn't, I have no idea how to access his dimension."

"And what about the other species we've befriended?" Fancy Pants inquired. "Any one of them would be a big help."

"The trick is getting into contact with them, and arranging a meeting place," The alicorn replied to his friend. "Twily's the one who has all the contact information, and that's back in Ponyville."

"No problem then, we'll just swoop on over to Ponyville, retrieve the information, and we're golden!" Soarin boasted. "Those guys won't even know what hit them!"

But just then, Spike belched out a scroll and unfurled it. After reading it to himself, he frantically rushed over to the stallions with urgent news. "Just got this reply from Twilight and the others. You'd better take a look at it!"

Nervously, Shining accepted the scroll and read it aloud:

 _Dear Spike,_

 _Thank Celestia you're okay, I thought for sure those Storm goons had gotten to you._

 _Tell Shining Armor and his friends not to worry, I'm okay. And so is everypony else._

 _Unfortunately, I don't have much time to write. We just got back to Ponyville a short time ago, but already those creatures are hot on our trail._

 _We're gonna try and flee into the Everfree Forest and lay low for a while. For security reasons I've taken all the contact information about our allies with me, that way they hopefully won't fall into enemy hooves or claws._

 _B.B.B.F.F, if you're reading this, please don't try to come to Ponyville after me. I can't be sure, but I think overheard one of those goons mention that their leaders wants_ _ **you**_ _especially. It's only a matter of time until they find out I'm not with you. You need to put as much distance between yourself and Canterlot and Ponyville as possible._

 _I'll try to contact you again when I'm certain the coast is clear. Until then, stay safe and stay together._

 _Twilight Sparkle_

"Great, now we're back to square one," Soarin grumbled. "Just what are we supposed to do now? Keep on running and hiding until they give up the chase?"

Shining, meanwhile, was thinking back to what he'd heard Princess Celestia mention just before she'd been turned into crystal. It continued to nag at him and refused to leave him alone.

"What is it, Shining Armor? Something on your mind?" Fancy Pants questioned, as he observed the alicorn deep in though.

"Well, I'm not sure exactly," The prince commented as he turned to face his friends. "Princess Celestia mentioned something to Princess Luna about Queen Novo. And told her to seek out the queen of the hippo-"

"The hippo whats?" Big Macintosh asked.

Shining shook his head. "I don't know, she was crystallized before she could finish her sentence. And I have no idea who or what this Queen Novo is, or if she even exists anymore," Then he added. "The only clue I have is a direction, Celestia told Luna to 'Flee south, beyond Equestria'. But I've never been anywhere close to that location before."

"So you're saying our _only_ option is to drop south, go beyond Equestria, and find this 'Queen of the Hippo whatevers" and hope she can help us?" Soarin inquired. "Not for nothing, Shining, but that's not much of a plan. "

"Which is why I will go alone to try and find any leads," The prince declared, informing his friends of his decision. "As for the rest of you I think it's best if you all go your separate ways. Those Storm goons will be looking for a group, and if you split up there's much a lower chance any of you will be caught."

But Braeburn shook his head. "Not a chance, Shinin'! We ain't leavin' you! Wherever you go, we'll go too!"

"You think after all we've been through together, we're just gonna up and leave ya 'cause you say so?" Big Mac added with a shake of his head. "Whatever dangers we may face outside Equestria, we'll face 'em together."

"You understand what you're getting yourselves into, don't you?" Shining asked in surprise. "We'll be venturing into unknown territory, lands no one except maybe the royal sisters have ever seen before. I can't guarantee your safety. And if anything were to happen to you as a result, I _really_ wouldn't be able to forgive myself."

"Whatever the risks may be, we're willing to face them!" Thunderlane declared with determination. "We're in this together, no matter how it may end! Besides, we've been in tough spots before. This will be no different, even if we're venturing outside our comfort zone."

"Besides, those monsters made it personal when they attacked Canterlot!" Soarin boldly declared. "Now that Equestria is under attack, we're willing to do whatever it may take to secure allies and win the war."

Spike came walking up to the stallions and commented. "Looks like your decision's been made for you, Shining. And you can count me in too! At least if I'm with you, I know I'm safe."

The alicorn prince reluctantly conceded the argument. "Well then, there's no point in hanging around here. Let's get going while time is still on our side. Next stop, beyond Equestria!"

And the rag tag group set off on their journey. What they would encounter along the way was anyone's guess. But they knew there was no turning back now.

* * *

Meanwhile, in the city of Canterlot, all was silent. With the invasion over and all would be resistors having fled (or been captured), Tempest had taken control of the city and set up headquarters inside the castle throne room, surrounded by the crystallized forms of the three princesses. The broken horned unicorn scowled as she observed some brightly colored balloons float past. "All this effort wasted on festival and parties. So easy for them to celebrate when they have no idea of the hardships others have to face." She bitterly remarked.

Just then there came a knock at the throne room doors. "It's open, come in." Tempest declared.

Grubber came walking in rather nervously, accompanied by two Storm goons. "Uh, I've got some good news and I've got some bad news boss. Which do you want first?" He asked Tempest.

"Just spit it out already, I'm in no mood for games!" Tempest demanded as she stomped her hoof down.

"Well, I'm not naming names, but _somebodies_ decided they didn't wanna do their job," Grubber nervously choked out. "And there was no way I was going in there and getting all wet. I don't do wet. So that prince and his buddies _may_ have escaped."

The mare was, needless to say, anything but pleased with the news. "What?! I gave you simple instructions to follow!" She coldly hissed. "Must I do everything around here by myself?!"

Grubber yelped, barely dodging a bolt that had been aimed in his direction. "H-hey, it wasn't my fault!" He protested. "Those two guards are the ones who wouldn't jump in the water like they were supposed to!"

Tempest merely growled, gritting her teeth in frustration. "Leave my sight, all of you! And don't come back here until you can tell where the prince went and where I can find him!" The throne room doors slammed shut a moment later, leaving the unicorn alone with her thoughts. "It's so hard to be a team player." She muttered to herself.

Suddenly, two other Storm Guards appeared. And one of them clutched a vial containing a potion that was glowing, and jingling quite loudly. "Urgent call from the big man himself." They reported.

With a sigh, the mare reluctantly replied. "Might as well see what he wants. Go ahead, answer it."

The guards did so, uncorking the vial and pouring the potion into a small cauldron. A huge puff of blue smoke rose up from it, and the image of a large, bi-pedal yeti like creature with blue and white fur appeared.

The creature appeared to have his back turned towards Tempest, and he could be heard talking to himself. "Is this thing on? Hello? Anybody there?"

"Behind you, Storm King," Tempest corrected. "Turn around."

"Huh?" The Storm King replied, before he realized his mistake. "Oh, there you are. Sorry, still trying to figure out how to work this dog gone thing," His brilliant opal eyes now stared into Tempest's eyes. "Anyway, just thought I'd check in and get a little progress report. Things are going fine on my end in case you're wondering. The Storm King is tracking well, all big, bad, and brooding. But you know what would _really_ help to back it up? What would _really_ be nice? A big old storm!"

Tempest tried not to be intimidated by the Storm King's raised voice. "Patience, sir, you'll soon have the means at your disposal to conjure up the biggest and baddest of storms," She told her superior. "With that staff carved from the Tree of Harmony itself, you need only to have the magic of the alicorns to power it up."

Storm King smiled. "Excellent. So was the surprise attack on Canterlot? I assume everything's going well from what I can see, but you just never know."

Tempest smiled back. "Everything went according to plan, your excellency. I was able to subdue and capture the three princesses with ease," But then the unicorn remembered something that had been nagging at her since the attack, and she asked the Storm King. "But those _weren't_ smoke bombs you gave me, were they? You knew they were something far more powerful."

"So maybe I stretched the truth a little," Storm King admitted in a sinister tone of voice. "If it really bothered you so much, you would've asked me when I gave them to you," Then the king changed the subject. "So what about the prince? Did you get him too?"

The broken horned unicorn forced back a gulp as she replied. "Not yet, your badness. But I assure you it wasn't my fault he slipped through my grasp."

"For the last time, it wasn't me!" Grubber could be heard shouting in protest from the other side of the throne room doors.

"Anyway," Tempest coughed into a hoof. "I assure you I will track him down in due time and bring him back here in time for your big debut."

"Good, see that you do," Storm King grinned. "I've still got a few loose ends to tie up around here, including a merchandise shipment that was supposed to be here yesterday! Those pirates are so unreliable! I think Captain Celaeno and I need to have a little chat about what I expect from those who serve me," Then he massaged the back of his neck with a paw. "Sorry, kind of lost myself there for a moment. I really need to work on my temper."

" _You most certainly do._ " Tempest thought, but she didn't dare to say it out loud for fear of retaliation.

"Anyway," Storm King coughed, drawing attention to him again. "I'll be in Canterlot by the end of the week, so make sure you have the prince captured and ready for draining when I get here. Bad things happen to those who disappoint me, as I'm sure you're aware."

The broken horned unicorn tried not to gulp. "Yes sir, I don't need a reminder."

Storm King rubbed his paws together. "Good, good. Glad to see you know what I expect. For a pony, you're actually a pretty good commander," Then, in a low and ominous tone of voice he added. "Just remember, Tempest. I alone have the power to grant you what your heart desires. So serve me faithfully, and you'll get what you deserve. Fail me, however, and your horn won't be the _only_ thing that's broken," Then his voice suddenly changed to upbeat and innocent as he finished. "So don't screw this up, 'kay?"

"Y-yes sir, your majesty. See you in a week." Tempest saluted and then watched as the image slowly disappeared from view. A week was a pretty generous timeline for her, one that she intended to make good use of. " _Mark my words, prince. I have no intention of showing up empty hoofed for the Storm King,_ " She pondered in deep thought. " _You can run, but you certainly can't hide. Not from me! Because I have no other options._ "


	4. Capper, Friend or Foe?

The six stallions (and dragon) gradually made their way south bound, before long they had even gone past the tip of Southern Equestria and were wandering the vast, hot desert. It didn't take long for the heat to make them sweat.

"I told you we should've just stayed in Southern Equestria!" Fancy Pants complained to Shining Armor. "It would've been extremely preferable to having to walk mile after mile in this heat wave!"

"We didn't even have any money, no place in that town would've taken us," Soarin retorted. "We all agreed this was the best option."

Thunderlane tried to shield himself from the sun's rays with his wings, to little avail. "Couldn't we at least have asked for some directions or something?"

"I doubt anyone in the village would've known anything about Queen Novo or the hippo-whatever they are," Shining remarked, wiping some of the sweat from his brows. "Besides, staying put within the boundaries of Equestria is too risky. Tempest and her army are sure to have realized by now that we survived."

"Can we at least agree we need to get out of this sandbox soon?" Braeburn spoke up. "Even Appleloosa doesn't get as hot and dry as this place does. And if we don't find water and shade soon, I reckon we're gonna be this desert's next victims."

"What makes you say that, cousin?" Big Macintosh inquired.

With a gulp, the earth pony replied. "Just take a look around you, there's a whole bunch of skulls and bones. It's clear to me that we haven't been the first ones to try and cross this desert."

The stallions all took notice, the disturbing sight filling their hearts with dread. The last thing they wanted was to come all this way just to perish.

Their trek continued on for a little while longer with no end in sight. Soon they began to worry.

But then, in the distance, Shining could make out the trace outlines of civilization. "It looks like a city of some sort," He declared. "One I've never seen before."

Fancy Pants was most relieved. "Good, now we can finally get out of this sweltering heat. Maybe we'll even find some shelter. After all this walking, my hooves are killing me."

"You don't suppose it could be a mirage, do you?" Spike reluctantly asked, saying none of the others were willing to admit to.

"Doesn't look like one to me," Thunderlane observed. "At the same time though, this city doesn't look all that inviting."

Shining nodded. "We're not in Equestria anymore, there's no telling who or what we might run into. But like it or not, this city is our only option at the moment. With any luck, someone will at least know where we can go from here."

"Does the city have a name?" Soarin asked.

Shining approached a sign near the outskirts of the city, scanning it slowly with his eyes. "It says: Klugetown."

"What a strange name," Fancy Pants remarked, before he shrugged his shoulders. "Oh well, a city's still a city. Even if it's a fixer upper like this."

* * *

The group slowly made their way into the city proper, and immediately they were taken aback by the atmosphere that seemed to hang over Klugetown.

Everyone seemed tense at best and hostile at worst. All sorts of strange, bipedal creatures occupied the streets. The entire town seemed to consist of drab and ugly browns, grays, and greens. And a noxious musty smell hung in the air, assaulting the nostrils of the unsuspecting ponies. Suffice it to say, Klugetown was far from welcoming for them.

But with no better options available to them, the stallions (and dragon) had little choice but to venture further. It was the first trace of civilization they'd seen in hours, perhaps even longer than that.

All of a sudden, Shining bumped into one of the merchants hauling a cart. The merchant immediately snapped at the alicorn. "Hey, watch where you're going, punk!"

"I'm terribly sorry, sir," Shining apologized. "We're not from these parts. I don't suppose you'd known where we can find help."

"Help? Oh you'll need far more than that," The strange fish creature merchant growled in a low tone of voice. "Ever since Verto took over everyone's been struggling to just make ends meet. If you want anything, you've gotta be willing to pay."

"I suppose owing a favor wouldn't help?" Shining sheepishly grinned.

The merchant growled again. "You ponies really have no clue what you're getting yourselves into, do you? If I were you, I wouldn't waste my time trying to get any kind of information. I'd hightail it out of here and never look back," He then ominously added. "If Verto and his minions get their grubby little paws on you, you're as good as dead. And 'round these parts, almost nothing stays a secret from Verto for long." And then he departed, hauling his heavy wagon until he was out of sight.

Spike let out a gulp, a cold sweat working its way down the little dragon's spines. "This place is giving me the creeps. Can we just go back to Ponyville, please?"

"Out of the question! Turning back now would only mean we trekked all this way for nothing!" Shining firmly protested. "We just need to keep a low profile, and find someplace to stay while we plan our next move. Princess Celestia told Luna to go South, beyond Equestria. But she never said how far."

"How are we even supposed to get information from these guys?" Soarin questioned. "They don't seem to be accommodating to strangers."

"And there's the whole matter of this 'Verto' character," Thunderlane pondered. "Whoever he is, he sounds like someone we don't wanna cross paths with."

Before the stallions could agree on a plan of action, Braeburn trotted out into the center of the town and declared. "Excuse me, citizens of Klugetown. Does anyone happen to know where we might find Queen Novo of the Hippos?"

"Braeburn, what are you doing?!" Shining whispered in protest.

"Gettin' some answers!" Braeburn explained. "We're never gonna find out anythin' out if we just stay quiet! Trust me, I know what I'm doin'!"

"Are you nuts?! Pipe down and get back here before you get us into trouble!" Shining firmly protested. But his warning came too late for Braeburn to even consider.

All sorts of merchants started to close in on the ponies, creatures in the form of fish, parrots, and various other avian and aquatic life forms appeared. "You've got a big mouth, pony. I reckon we oughta fix that!" One merchant cackled with glee. "How much do you value that tongue of yours? Pay me enough, and I won't shut it up for you!"

"Excuse me?!" Shining growled, stepping forward. "We are **NOT** for sale!"

"Says you!" Another merchant declared. "You're just a pony, you think your threats scare us?"

A third merchant then added. "I call dibs on the red one, and that pretty stallion too. Reckon I can sell 'em to Verto for fifty Storm Bucks."

"What?! How dare you?! I'm worth far more than _that_!" Fancy Pants protested. "And you have some nerve to put a price on me! How would you like it if I tried to sell all of you?!"

"Tough break, little pony," A fourth merchant hissed. "Money talks, and I don't see any of it on you. So either pay up or shut up."

The second merchant then grinned. "I want all six of 'em for my collection, and that little dragon too!"

The seven friends soon found themselves backed into a corner, the merchants closing in on them. Shining's horn was ominously sparking. "I'm warning you all," He declared with fury. "I'm not looking to start something here and I've no intention of doing harm, but I will not hesitate to fight back if provoked. So I suggest you all leave now, before you force me to do something I _really_ don't want to do."

But just then there came a whistle, and everyone turned to see a strange cat like creature standing on two legs. He sported a two toned orange coat of fur, eyes a cheeky light green in color, and a tuft of dark grayish indigo for hair. He also wore a red button jacket, and a black knot of some sort on his tail. "Back up, everyone! Back it up! Come on now!" He calmly insisted, walking in front of the merchants as if they didn't terrify him at all.

"Stay out of this, Capper!" One merchant hissed. "This doesn't concern you! Go chase after some yarn or something like a good little kitty, and leave well enough alone."

"Capper" rolled his eyes. "Today's your lucky day, pal, 'cause I'm just gonna pretend I didn't hear any of that. Y'all really should be thankful I came here."

"What are you talking about?!" The fish merchant from earlier demanded.

"Capper" calmly replied. "I'm here to warn you. You must not have known. When it comes to ponies, look but don't touch. Just look at all those colors! You think that's natural?" He shook his head. "Uh-uh. You know what kind of chemicals it takes to produce such vibrant colors, it's toxic! They're infected with 'pastelis coloritis'."

The merchants all gasped!

Big Macintosh began to speak up. "Now hold on there, don't go gettin' the wrong-"

"Capper" merely silenced the stallion. "Oh, don't worry, don't worry," When he was certain no one was looking, he dipped his tail into some purple paint and started to paint spots onto a local merchant. "Long as none of you have purple spots, you're fine," Then he pointed to the colored merchant and let out a gasp as if he had no idea the spots were there. "Oh no!"

The merchant started to sweat, his teeth trembled. "Why me?! What do I do?!" He gasped, grabbing "Capper". "There's a cure for this, right?!"

"Capper" only shook his head. "There's no cure for it I'm afraid. Enjoy your last moments. Oh, and whatever you do don't touch anyone 'cause parts _will_ fall off!"

"You mean, even my-" The merchant began.

"-Yes!" "Capper" interrupted. "No need to blurt out the obvious."

The merchant ran off screaming. "I regret everything!" He cried at the top of his lungs. The rest of the merchants quickly dispersed as well, none of them daring to come near the ponies now.

* * *

"Capper" chuckled once the cat was certain his little scheme had worked. "That was my finest work yet," He boasted, and then he turned to the ponies. "Y'all alright? Those nasty merchants didn't do anything to you, did they?"

"We're fine now, thanks to you," Fancy Pants smiled. "Who are you, anyway?"

The cat bowed his head. "Capper's the name. Charming's my game. It's how I make a living."

"Thank you very much, Mr. Capper," Shining politely bowed in reply. "Though I had things under control."

"Well, sure didn't look that way to me," Capper commented. "Seemed like you could really use a helping paw. So I thought I'd jump into the fray and do what I do best. Now, if there's anything else I can do for you, you just let me know. Consider that little rescue a freebie."

Braeburn looked at the cat creature and asked him. "Um, you wouldn't by any chance happen to know anythin' about Queen Novo and the hippos, would you?"

"Can't say I do I'm afraid," Capper commented, as Braeburn hung his head. But then the cat put a paw to his chin. "But... I think I _might_ have something that could interest you. It's at my crib, just a short ways from here. I'll take you to it."

"I suppose that would be okay," Shining reluctantly considered. "But how do we know we can trust you?"

Capper swelled with pride. "Oh-ho-ho, I was hoping you'd ask that, my little pony. You could certainly use a friend way out here. And not that I mean to brag but..." Then he snapped his paws, and began to sing:

 _This town's not a nice place,_

 _For little ponies all alone._

 _There are lots of twists and corners,_

 _Which could lead to the unknown._

 _So let me guide your way,_

 _And I'll be sure to help you through._

 _I say you need a friend out here,_

 _And luckily for you..._

 _I'm the friend that you need,_

 _When you're lost and don't know what to do._

 _I'm your pal and your amigo,_

 _Who's useful and resourceful too._

 _And my help, you'll concede,_

 _Is a plus that's guaranteed!_

 _You can call and I'll come running,_

 _Just follow my lead,_

 _'Cause I'm the friend you need!_

As he sang, Capper led the ponies along through the town, stopping occasionally to smooth talk his way past the townsfolk who sang:

 _He's a friend._

 _Quite a friend._

 _He's a friend in deed!_

Capper then sang again:

 _If you need a bud to spot the danger,_

 _Or a pal to stop the creep,_

 _Or a chum and not a stranger to assist._

 _Maybe you need a bro who's cunning,_

 _That can help you take the leap._

 _Or a friend who knows what's lying in the mist._

 _Don't fear these darkened alleys,_

 _They're scary, yes, I know._

 _Why, you could use a friend,_

 _To protect you wherever you go._

 _And such dazzling beauty,_

 _Covered in dirt and muck._

 _But now your fate is changing._

 _And now you are in luck!_

 _'Cause I'm the friend that you need,_

 _When you're lost and don't know what to do._

 _I'm your pal and your amigo,_

 _Who's looking out for friends like you._

 _And my help, you'll concede,_

 _Is a plus that's guaranteed!_

 _Just call and I'll come running._

 _We'll say it's agreed..._

 _'Cause I'm the friend you need!_

All of the ponies found themselves singing along:

 _He's a friend!_

 _Quite a friend!_

 _He's a friend indeed!_

* * *

Soon, they reached what appeared to be an old windmill, and a lift was waiting to take them up to a small cabin that rested near the top. The ponies climbed aboard one by one.

However, Fancy Pants noticed that Capper was slow to approach the lift. "Aren't you coming with us, Capper?" He asked the cat.

"Huh? Oh, yeah, yeah, just gimme me a second," Capper innocently insisted. "Got a little somethin' I need to take care of. I'll be along shortly, just go ahead without me. And apologies in advance for the state of my litter box, wasn't expecting company."

"Hey, anything beats wandering in that desert." Thunderlane commented, and then the ponies rode the lift up to Capper's house.

Capper, meanwhile, slipped a card to a bird like creature standing guard at the base of the windmill. " _Sorry guys,_ " He thought to himself. " _But if it means I get Verto off my back, I have to do this. No hard feelings._ " Then he told the guard. "Give this to Verto with my regards, and tell him to stop by my place in about ten minutes or so. Let's just say I've got something that'll magically erase all my debts to him."

"It better be good this time, Capper," The guard warned as he accepted the card. "Verto's patience is wearing thin."

Capper merely grinned. "Trust me, he's going to like what I've got in store for him."


	5. Tempest in Pursuit

Capper's arrival couldn't have come at a better time for the rag tag group, for although they couldn't have known it they were being tailed. By now Tempest had managed to get a lead on their path down south, and had brought along Grubber and what few Storm Guards she could pry away from Canterlot. " _Run all you like, prince. I always get my prey in the end._ " The unicorn thought to herself. She was filled with grim determination, she had no intention of disappointing the Storm King.

Soon the small army found itself on the outskirts of Klugetown. Grubber seemed to stricken by an odd sense of nostalgia. "Ah, Klugetown. Haven't been here since I was just a little hedgehog," He commented as his eyes scanned the desolate and drab looking buildings. "And now I remember why, this place is a dump."

"We're not here to make fashion statements," Tempest snapped at the hedgehog. "We're here to find and capture a runaway prince and his pesky friends. So you can either help me, or I can turn you into my personal pin-cushion. It's your choice."

Grubber gulped. "Geez, Tempest, why you always gotta be so mean? You gotta learn to smile more. I know it stinks not having a horn, but you can't go through life being all doom and gloom."

"What did I just get through telling you, Grubber?" Tempest hissed. "I have a job to do, and it would be nice if you could _actually_ try to help me instead of constantly trying to act like my shoulder angel," Then she shook her head and muttered. "Why did I ever agree to bring him along? He's like the annoying little brother I never wanted."

Reluctantly, the hedgehog said nothing more on the subject and clammed up. His silence was the most beautiful sound Tempest had ever heard.

"You sure they came this way, boss?" One of the Storm Guards asked. "This is technically Storm King property, Verto's on his badness' payroll after all."

As Tempest strolled through the market square, her brilliant opal eyes caught sight of a loose strand of brilliant gamboge hair with an amber lock. That hardly seemed like coincidence, and the unicorn didn't believe in coincidence anyway. "Well, they were definitely here at some point. And I have a hunch someone around here knows where they are now." She commented.

* * *

But although the army searched door to door all over the city, they failed to find even a trace of the ponies, or the dragon said to be accompanying them.

However, just as the group was reuniting in the town square, a fish like creature happened to come strolling past. He took one look at Tempest, and his eyes lit up like stars in the night sky. "Well well, a little pony all by herself. Today's my lucky day."

Tempest tried not to gag at the merchant's overwhelmingly strong odor and breath. When was the last time this guy took a shower?

"Hey pal, what do you think you're doing?!" Grubber demanded. "Don't you know who that is?!"

"Stay out of this you rotten little midget! Didn't anyone ever tell you not to stick your nose where it doesn't belong?!" The merchant snapped, shoving the hedgehog aside. "That rotten Capper, I should've known he was lying when he said ponies were infected! Nothing fell off!"

Tempest's ears perked up. "And just where does this Capper creature live?"

"I ain't telling you anything! Try to make me talk!" The merchant snapped. "You want answers?! You'd better be willing to pay for 'em!"

Tempest's eyes narrowed, locking onto the merchant. Grubber, from afar, could see what was about to happen. "You just made the worst mistake of your life, pal. When Commander Tempest looks at you like that, you'd best be begging for mercy."

Tempest effortlessly subdued the merchant with a few well placed kicks, then she grabbed him by the tail and slammed him down hard onto the ground, kicking up a thick cloud of dust. "Now then, let's try this again," She spoke in a firm but cold tone of voice. "Who is this Capper creature, and where can I find him? You can either tell me, or you can tell the Storm King. Your choice."


	6. Escape from Klugetown

The ponies and Spike were greatly impressed by the state of Capper's room. Considering what Klugetown looked like, it was a surprise to find someone who seemed to have a relatively clean and colorful place to call his own.

"Whoa, nice place you got here, Capper!" Soarin exclaimed. "How did you manage to get it? Seems like anyone would kill for a place like this."

Capper only laughed. "Well no one else wanted it, so I figured 'Finders Keepers, Losers Weepers' and that's the end of that," In a more welcoming tone of voice he delicately brushed air with his paw and instructed to his guests. "Feel free to stay the night. Or at least until after dinner. I know I can't cook the stuff you ponies like to eat, but the grub around here's actually kind of nice when you get used to it."

"That's very thoughtful of you, Capper, but we really can't stay," Shining insisted. "Now, where's that information you promised? You said you had something you wanted to give us?"

"Uh-huh, about that..." Capper began, trying not to look guilty. Now he was starting to wish he hadn't made the offer. "Well the thing is, I don't remember what I leave where. This place isn't exactly in the most hospitable state. And whatever it is I was thinking of, it seems to have slipped my mind for the moment. Feel free to have a look around though, just try not to break anything, okay? Lots of breakables and they cost more than you can probably afford."

Braeburn removed his hooves from a red vase.

The cat then coughed into a paw. "Now, I'm gonna step outside for a little bit. I have a few things I need to take care of. Don't worry, I'll be back soon." And with that he left the room.

* * *

"That Capper fellow seems pretty nice," Thunderlane observed and turned to Shining Armor. "How come you don't trust him?"

"In case you haven't noticed, this _isn't_ Equestria," Shining scolded. "We can't be doing everything the way we would normally do it, and expect it to all work out. We must be careful about who we trust, unless we all wanna get ourselves captured."

Fancy Pants shook his head. "Be that as it may, that's hardly a reason for us to abandon our better nature and values. Not to mention, he _did_ save us from those merchants."

"Yeah, but you saw how crafty he was about it," Big Mac commented. "I'm not sidin' with Shinin' completely here, but I can tell when someone's not bein' completely honest with ya. It's called 'Stretchin' The Truth', my sister used to do it all the time when she was younger, often got us _both_ in trouble."

"Like the time you ended up in the operating room for Apple Blight, and the doctors thought you were an actual patient." Braeburn laughed, which caused Big Macintosh to blush red (though it was hard to see through his naturally red coat).

"So maybe he's a little bit on the shady side, he's the closest thing we've got to an ally since we came here," Soarin protested. "No offense, Shining Armor, but there _is_ such a thing as being too paranoid. Never does you any good."

"Call me cynical and paranoid if you like but I just can't shake the feeling that Capper's hiding something, something important," The prince said with a shake of his head. "Appearances can be deceiving. Remember our experience in Cutie Markless Village? Everything looked peaceful on the surface, but in secret Starlight Glimmer was hiding a dark secret and she almost got away with our cutie marks."

The Wonderbolt stallion merely growled back. "So what would you have us do in this situation, hmm? In case you haven't noticed, we don't exactly have a plan here. And last time I checked we still have no way to contact anyone."

"It's true I'm afraid," Spike admitted, hanging his head in sorrow. "I've been trying since we left Canterlot but nothing's gotten through. I think my magical fire breath stopped working the moment we left Equestria."

"At the least we owe it to Capper to stay," Thunderlane insisted. "If we just up and leave while he's away, what does that make us?"

"All the same, he really shouldn't be keepin' secrets from us," Braeburn reluctantly considered. "Cousin Big Mac's probably onto somethin'. Why else would Capper mention somethin' and then forget where it is? Even I ain't that forgetful."

"And if he's keeping secrets from us, then how are we supposed to trust him?" Shining remarked. And then he sighed. "I guess for right now we'll stay, we need a safe place to come up with a plan. But I'm going to keep looking, I have a feeling whatever that cat is trying to hide is here somewhere."

Fancy Pants turned and trotted away. "And the rest of us will make the most of this situation. Who knows when we'll next have access to such comforts?"

* * *

Unknown to the group, Capper had overheard their conversation from the other side of the door. He now felt incredibly guilty. " _The first friends I've ever made and what do I do? I go and sell 'em to save my own fur,_ " He thought to himself. " _But what else am I supposed to do? If I_ _ **don't**_ _sell 'em Verto will make me into his new rug, probably skin me alive to make an example out of me. And I already asked him for an extension, he won't grant me another._ "

As he reached a paw towards the door knob, the cat briefly pondered. " _Maybe there's a way for us to both get what we want?_ " But he shook his head, dismissing the thought almost as quickly as it had entered. " _It doesn't matter how much they trust me, going up against Verto would only be dragging them into my own problems. I've made my bed... so why am I so hesitant to sleep in it?_ "

It was a foolish question the cunning cat knew the answer to that, he just wouldn't admit it. But it was too late to change his mind, Verto was on his way. So now all that remained was to stall for time until the mole of the hour arrived. "Well now, little ponies. Finding everything okay in here?" He greeted as warmly as possible.

"Oh yes, everything is just fine, thank you for asking," Fancy Pants commented. Then the stallion's keen eye caught notice of something, something that Capper himself hadn't noticed. The cuff on his jacket's right sleeve had been torn. "Oh my stars. We _must_ do something about that nasty tear."

Capper insisted. "You needn't bother, it's just a small tear. I get 'em all the time."

Fancy wouldn't hear a word of protest. "No no no, I simply cannot let such a crime against fashion go unpunished. Not if I have anything to say about it. And in fact, I do," He lit up his horn, floating over a sewing needle from his saddle bag. "When my bags survived the trip over that waterfall, I thought my sewing supplies might prove useful for makeshift bandages and casts. I certainly didn't anticipate them being used for fashion emergencies. Now hold still please, this will just take a few seconds."

The fashion stallion was as good as his words and in mere seconds he had stitched up the tear and re-fastened the button. Looking at the jacket now, it would've been impossible to tell that there had ever been a tear at all.

Capper was most impressed, his green eyes reflected a look of wonder and amazement. "Nice work. So what do I owe you? Go ahead, name your price."

But the stallion only heartily laughed. "Don't be silly, Capper, this won't cost you a thing. I guarantee it."

"Yeah yeah, that's what they always say. And then they hit you with the fine the moment you turn your back," Capper protested. "Now come on, tell it to me straight. What's your payment?"

Fancy only playfully sighed and shook his head. "Your smile is payment enough, Capper. After all, that's what friends do."

"Friends?" Capper questioned as though the words had been spoken in some foreign tone.

"Yes indeed. Far as I'm concerned, you became our friend when you risked your neck to save us." Fancy Pants declared.

The cat tried (and ultimately failed) to look guilty, hanging his head in sorrow and shame. "I really don't deserve your friendship." He spoke in a low tone.

"Whyever not?" Fancy questioned.

But Capper needn't have said a word, for at that very moment Shining slammed a huge scroll down on the table and unfurled it! "I had a feeling you were hiding something from us, Capper! And it looks like I was right!" He angrily declared, as he pointed a hoof to a spiral structure at the southern corner of the map. "It says 'Mount Aris: Home of the Hippogriffs'. Princess Celestia must've meant Novo, Queen of the Hippo _griffs_. You knew what we were looking for, and you kept it hidden from us."

Capper nervously laughed. "Oh come on, no need to be all hostile. I mean, that map is decades if not centuries old. You know you can't trust every random scroll you find."

"Oh really, then what's that out the window?!" Shining pointed a hoof, directing everyone's attention to a spiral structure similar to the one depicted on the map.

"Objects in the window may look much different than they actually appear." Was all Capper could bring himself to say.

Thunderlane narrowed his eyes in anger. "We weren't born yesterday, Capper! How could you keep such a thing from us?! We trusted you!"

The prince then firmly added. "We've got what we need. We've got to head South, to Mount Aris. We've wasted enough time here, and now it's time to go."

* * *

But just then the door swung open, and a shady mole like creature with goggles and blackish-gray fur appeared. "Here's Verto!" He declared. Then he turned to Capper. "Excellent work, Capper. These ponies are a fine specimen, and that little dragon they're with is a nice bonus. Your debt is more than forgiven, selling all seven of these guys is gonna make me a cool mint!"

"Good, because you really need one!" Braeburn exclaimed, waving a hoof in front of his face. "And maybe a bath while you're at it."

"Silence, little pony!" Verto coldly hissed, swiping at Braeburn with a claw and removing a chunk of his mane. "Slaves will not speak unless spoken to! Now come along, the carriage awaits."

Now it was Fancy Pants' turn to be mad with Capper, and indeed he did not hold back. "You were going to sell us?!" He accusingly pointed a hoof. "As if we were mere _property_ to you!"

Capper gulped. "D-don't look at me like that, I accidentally got in too deep with Verto and I had to take the first opportunity that came my way." He stuttered as his tail swished back and forth.

Verto only laughed, patting the cat on the forehead. "Ah, don't be so hard on yourself, Capper. Anyone in your situation would've done the same. These ponies really should've known better than to trust you, after all you've given me more than a few headaches with your little 'schemes'," Then he grinned, rubbing his claws together. "But now, all is right with the world. And who knows, maybe now the Storm King will stop breathing down my neck about how I'm losing money."

But just then who should come trotting upon the scene but Tempest, with Grubber and several Storm Guards right behind her. "Well well, today is my lucky day," She declared. Then she looked at the alicorn prince and taunted. "Trusting strangers are we? Big mistake on your part."

"Huge!" Grubber added. "Can't believe you thought this stray alley cat was looking out for you."

"Don't be calling me an alley cat, you rotten little porcupine!" Capper hissed.

"For your information I happen to be a hedgehog!" Grubber retorted.

"Enough!" Tempest demanded as she stomped her hoof down. "Now listen here, Verto. Those ponies are enemies of the Storm King and therefore they are _my_ jurisdiction. So hand them over."

But the mole only grinned and wrapped his claws around Tempest. "Ooh, you know what, I just had an even _better_ idea. The Storm King's trusty second in command is sure to fetch a high price on the market. Far more than a bunch of misfits," He proceeded to pinch the unicorn's cheeks. "So, my little pony-wony, what kind of tricks can _you_ do? The more the better, for me that is."

Tempest narrowed her eyes, as the bulge where her horn should be started to spark ominously. "I have one in mind." Was all she decided to say. A few seconds later the sound of crackling electricity echoed through the room.

Verto's charred body fell to the floor. "That's a good trick." He coughed, before he passed out.

* * *

Tempest blew the smoke from her stub. "Sorry about the 'interruption', prince," She coldly declared. "Now, where were we?"

But much to her shock the broken horned unicorn found that there was not a trace of the ponies (or the dragon) to be seen. They had slipped out during the commotion with Verto.

Furious, the unicorn stomped her hooves down and grit her teeth. "This isn't happening! This is NOT happening to me!" She growled and barked out orders. "What are you waiting for, you dolts?! After them! They must _not_ be allowed to escape!"

The Storm Guards fanned out mere seconds later, and one of them happened to spot the group as they were fleeing across a neighboring roof. He grabbed the blades of the windmill and gave them a push, causing the blades to break off entirely and roll through the streets, demolishing roof top after roof top!

"Guess you were right to be suspicious of Capper, Shining!" Soarin panted, as the stallions attempted to outrun the blades.

"Even I didn't think he was trying to sell us!" Shining called back. "But that's not important right now, we need to get out of here before Tempest or any of her subordinates catch us! Assuming the blades don't get us first!"

All of a sudden, Thunderlane called out. "Shining, up ahead!"

The prince's eyes scanned the eastern edge of town, and they widened to the size of dinner plates! There was a small airfield with an airship just about to take off! "I see it, but it's gonna be awfully close! Stay close to me, everyone!"

In a flash of light rose magic, the group appeared at the edge of the dock. But the airship was already departing, its anchor having been removed.

"Now what?! How we supposed to get everyone on board?!" Fancy Pants pondered.

Shining turned to Big Mac. "Hey, you have your saddle bags with you?"

"Eeyup," Big Mac firmly nodded. "Why?"

"Is there a rope in there?" Shining questioned the stallion with a coat of red.

Big Mac nodded again. "I don't see how that's gonna help us though."

The alicorn didn't answer, he simply tossed the rope with his magic and shouted to Soarin. "Catch the rope and tie it to something secure on the ship! We'll use it as a tightrope wire!"

Soarin obeyed, quickly tying the rope as he leapt aboard the departing zeppelin with a few flaps of his wings. Thunderlane quickly followed. "Good enough?!" He called to his friend.

The prince with a coat of white nodded, inspecting the rope with a hoof. "Yeah, that should hold!" Then he motioned a hoof and ordered to his friends. "Quickly now, that won't hold for long!"

Braeburn gulped. "Uh, I suppose now would be a bad time to mention I'm afraid of heights?!"

"Just go!" Shining firmly demanded. "Tempest and the others will be here any minute!"

Braeburn reluctantly swallowed the lump in his throat, treading his way along the tightrope after his cousin and Fancy Pants both managed to make it across with ease.

All of a sudden, without warning the rope gave way! "Braeburn!" Shining shouted as he quickly dove for the stallion and the rope!

Braeburn shut his eyes! If he had kept them open, he might have seen his alicorn friend snatch him up and quickly fly aboard the zeppelin with him, landing safely on the upper deck of the airship.

"That was too close," Shining declared as he breathed a sigh of relief. "Is everyone alright?"

"Yeah, we're okay, thanks to you," Spike nodded. "But what about you, Shining? You told me you always get airsick on zeppelins. Are you gonna be okay?"

The prince immediately felt the onset of motion sickness and his face turned a pale green in color. "I'll be fine if we can get below deck. I think I remember a spell or two that'll temporarily ease my systems. Just gotta find somewhere discreet to cast it."

"I see a cargo hold!" Soarin shouted. "Best if we take shelter there, blend in with the goods."

* * *

Meanwhile, back at the Klugetown airfield, Tempest was growling and cursing to high heavens. " _That's twice now I've had them, and yet they've slipped right through my grasp! They're as slippery as they are persistent!_ " She thought with great fury.

"Uh, boss?" Grubber spoke up.

"What is it, Grubber?" Tempest demanded. "Can't you see I'm in a bad mood?"

"Well it's a good thing I've got something that'll cheer you up," Grubber declared and the hedgehog gave a whistle. "Okay boys, bring him on up here!"

Capper was soon brought before the unicorn, accompanied by two Storm Guards who effectively blocked his only means of escape. "Easy on the roughness." He complained.

Tempest simply looked at the cat and bluntly inquired of him. "The ponies, where are they headed?"

"Oh, is that all you want from me? Well you could've just asked politely," Capper laughed. "Let's see now, they were headed-" But then he looked at the repaired sleeve of his jacket. All of a sudden, he knew he couldn't betray the ponies, not even to save himself. So there was only one thing to do, do what he did best and lie. "-East. Yeah, that's it. They're headed East, towards the bad lands. Glad I could be of help, now I'd best be going."

But the Storm Guards barred Capper's path, growling at him. Tempest spoke for them. "Once I've got my prince, I'll let you go. But until then, your fate is still... shall we say... up in the air."

Capper let out a gulp as he was brought aboard Tempest's zeppelin. " _Stay safe out there, little ponies._ " He thought to himself.


	7. Stowaways!

Once in the cargo hold Shining quickly set to work on casting the spell that would (at least temporarily) alleviate his air sickness. Without medication any long term treatment would be impossible, so the prince had to make do on very short notice. His horn sparked to life and he shut his eyes as he concentrated, anything to take his mind off how queasy he was feeling.

"You gonna be okay, Shining?" Thunderlane asked as he put a hoof around his friend.

Shining didn't answer right away, he just focused on the magical build-up in his horn and when he was ready he gave it a flick. He felt a faint spark of magic, and then he could feel his stomach settle a little. "I should be, now that I've gotten my air sickness under control," The prince replied as he took a few deep breaths. "Now where are we, exactly?"

"Beats me, I haven't seen or heard any crew members since we came aboard," Soarin answered. "I'm not even sure if this zeppelin's going where _we_ need to go."

"Well it was either we became stowaways, or we let Tempest capture us. I chose the lesser of two evils," Shining protested. "Now come on, there must be something here that can tell us where we are, and where we're headed. Once we know that, we can find the crew and hopefully persuade them to take us to Mount Aris."

All of a sudden, Fancy Pants happened to knock over a crate. Its contents spilled out onto the floor for all to see. A wide assortment of Storm King themed products greeted their eyes. There were Storm King action figures, Storm King plushies, Storm King coffee mugs, Storm King posters, and even Storm King calendars. "What is this?!" The fashion stallion exclaimed. "Does the Storm King think he's some kind of divine ruler or something?! Who in the world plasters their image all over everything?!" He angrily knocked the merchandise aside.

From up above came the sounds of a conversation, two unknown voices appeared to talking to each other. "Hey, did you hear that? Sounds like something's in the cargo hold." The first one commented in a gruff tone of voice.

"It must be the rats again," The second replied in a low and scratchy tone. "I hate those vermin! Always scampering around and causing trouble! One of these days I need to set some rat traps for 'em!"

Thunderlane let out a gasp, then quickly realized his mistake as he covered his mouth with a hoof. " _It's a good thing Fluttershy isn't here, she'd probably give those guys a piece of her mind for that rat comment._ " He thought.

Meanwhile, Soarin was busy looking about the cargo hold. Suddenly he called out in a whisper. "You guys better come see this. It ain't pretty."

All in the cargo hold reluctantly obeyed even as they wondered just who it was that could possibly be shipping Storm King merchandise. When they finally joined Soarin their eyes beheld a grizzly sight! An old and torn flag rested in a corner of the hold, but the symbol depicted on it could still be seen clear as day. A skull and crossbow!

"Oh man!" Shining exclaimed. "We're onboard the ship of p... p..."

"Pirates!" All seven cried at once! Only after the fact did they realize that wasn't a very good idea.

"Okay, I know I heard something _that_ ," The gruff voice from earlier remarked. "And don't say it's rats. I'm going down there to have a look."

"Quick, hide!" Spike suggested and the stallions didn't need to be told twice. They dove for cover behind various crates and barrels.

* * *

Strange sounds that sounded not unlike claws pressing against wooden planks soon reached the group's ears and grew louder. Whoever was making those noises was getting closer, no doubt the one had decided to do an inspection of the cargo hold after hearing the cries earlier.

Suddenly, Fancy Pants' nose started to twitch. Everything was so dusty down here. "Ah... ah..." He began.

"Fancy Pants, no, you're gonna give us away!" Soarin whispered in protest, but it was too late!

"Achoo!" Fancy Pants sneezed quite audibly.

Everything seemed to happen at once. "Aha! I KNEW I wasn't being paranoid!" The voice cried out. Moments later, the crates and barrels were brushed aside and the group had the bright light of a flashlight shined down on them.

Now they got a good look at the one who had found them. He looked not unlike a giant, walking parrot, complete with sickly green and brown feathers, and a patch over his right eye. The bird gave a whistle as he shouted. "Hey fellas, guess what?! We got ourselves a couple of stowaways!"

In a matter of seconds the cargo hold was filled up with parrot creatures of varying colors of brown, green, and black. "What are we gonna do with 'em?" One parrot asked.

"I say we clip their wings, at least for those have 'em!" A female parrot suggested.

"Nah, let's just tie 'em up and sell 'em." A male parrot protested.

"No, we scar 'em!" Another parrot commented.

"Emotionally, then they'll never heal!" A fourth parrot cackled with glee.

The parrot who had found the group threw up a claw. "Now wait a minute. That's not we how do things 'round here. It's up to Captain Celaeno to decide."

"Captain Celaeno?" Soarin gulped.

"The toughest captain you'll ever meet. And she doesn't take kindly to stowaways," The parrot cackled and then he gave a whistle. "Captain Celaeno, we got a few no good stowaways aboard. What are we supposed to do with 'em?"

* * *

The crew was brought up onto the deck of the ship proper, as a parrot with grayish-green, grayish-emerald green, and sap-green feathers appeared. She sported a coat of light greenish-gray, moderate raspberry eyes, and a peg leg where her right leg should be. Clutched in her claws was a massive book. Could this be Captain Celaeno?

"Captain?" One of the parrots asked her.

Captain Celaeno took out the book and scanned through the pages. "In accordance with the Storm King's rules, all stowaways regardless of circumstance are to be thrown overboard." She read aloud.

"But Captain, some of these guys have wings, they'll just fly back up here!" The parrot squawked in protest!

"And we'll run 'em through if we must. But rules are rules and we _must_ follow," Captain Celaeno firmly declared with a shake of her head. "Ready the plank!"

In a matter of seconds the six stallions and Spike found themselves at the edge of a hastily erected wooden plank. Below them lay the Sea of Clouds.

"What are we gonna do now, Shining?" Soarin whispered to the prince.

"Just wait for my signal. Until then, play along." Shining whispered back.

"But we can take 'em, there's only a few of 'em!" Soarin whispered in protest.

The prince shook his head. "These pirates mean business and they know the ship better than we do. Besides, we're hardly in a shape to fight back."

However, just before the pirates could force the stowaways overboard, a whistle blew. The pirates knew what that meant. "Break time, boys!" Captain Celaeno called to her crew. "We'll deal with the stowaways later. In fact, why don't we give them the courtesy of a last meal?"

The group could hardly believe their ears. " _And they call themselves pirates?_ " They all thought to themselves.


	8. Join The Crew

Unfortunately for the captured ponies and dragon, the "meal" the pirates offered consisted of bird seed and some kind of gravy like substance. The birds dug in without hesitation but not one of their captors would even touch the stuff on their plate.

"So what, you were about to throw us overboard and you stopped for a meal break?" Soarin questioned the pirates.

The pirates nodded and one of them even said. "Storm King only offers one meal break a day, we're sure as heck not gonna miss it. If he's got a problem with that, then maybe that lousy cheapskate oughta pay us better. I swear, it's like he takes all the good stuff for himself and dumps whatever he doesn't need on us."

"Storm King doesn't pay much, does he?" Soarin remarked, and the pirates all nodded. "So, what are a bunch of pirates like you doing taking orders from a guy like him?"

"I don't think you understand," Captain Celaeno sighed and hung her head. "We _used_ to be pirates, before he came along and ruined everything."

"You mean the Storm King, don't you?" Shining questioned. "Coincidentally, we're on the run from his forces, including Commander Tempest."

"You're lucky, Storm King only uses Tempest for those he deems the biggest threat to him," Celaeno sighed again. "I can still remember the day we were unlucky enough to run into him. He just strolled aboard our ship like it was no big deal, effortlessly defeated the best of us, and forced us into a contract. And the way he spoke, it was like one moment he was the greatest clown who ever lived and the next he seemed ready to claw his way down your throat and tear out your very soul," She shuddered and her feathers rustled ever so slightly. "Now we deliver his merchandise, and he doesn't have to pluck our feathers. I hate him!" She coldly choked out, slamming her claws down on the table.

One of the other pirates spoke softly to the captain. "Easy there, Captain. You're gonna scare the prisoners. Normally I'd be all for it, but since we're gonna throw 'em overboard anyways after break time's done, why waste the effort?"

"Wait a minute! You hate working for the Storm King, and yet you're gonna follow his rules and toss us overboard?!" Spike exclaimed. "That doesn't even begin to make sense."

"It's nothing personal, kid, that's just business. You don't try to reason with a guy like the Storm King, unless you're looking to get smacked down hard," Another pirate declared in a bitter tone of voice. "Like it or not, we do what he says. We mind our own business and the Storm King minds his. That's the way things work."

Soarin, however, kept on pressing. "But what about that flag in the cargo hold? What about before you met the Storm King? You said you used to be pirates, but you seem way too friendly for that to be the case."

"We much prefer the term 'Swashbuckling Adventurers'," Captain Celaeno commented. "We were really pirates in name only. We robbed and pillaged only from those who'd already stolen from others. We kept only what we needed to get by, the rest we always donated to worthy causes. Apparently that didn't sit right with the Storm King, he told us we were wasting our time with the 'Good Guys Routine' as he put it."

Soarin commented boldly in reply. "Well you know what? If you _really_ hate the Storm King so much then maybe it's time you did something about it! You've got a choice to make. You could let some cloven-hoofed Storm King tell you how to live your lives, or..." With a swoosh he jumped up on the table and proclaimed. "You could be awesome again! We happen to be in need of transport to Mount Aris, to find Queen Novo. Then we're gonna go back to our homeland and kick the Storm King's sorry butt!"

"Uh, Soarin, maybe we shouldn't be telling them all this." Shining nervously whispered in vain.

"So what's it gonna be? Are you gonna stand up for yourselves? Or keep slaving away for that good for nothing Storm King?" Soarin questioned. "If you keep working for the Storm King, then you're gonna have to stop complaining about how much you hate him. And you're gonna have to look yourselves in the mirror every day and ask how you can keep working for someone who treats you like dirt."

Celaeno's raspberry eyes started to rise, and her ears began to perk up. "Little pony, what are you suggesting?"

The Wonderbolt Co-Captain merely flashed a grin. "Perhaps you'll get the point if I sing." And that's just what he did, and it sounded something like this:

 _I know the world can get you down,_

 _Things don't work out quite the way that you thought._

 _Now you're feeling like all your best days are done,_

 _Your fears and doubts are all that you've got._

 _But there's a light shining deep inside,_

 _Beneath those fears and doubts, so squash 'em!_

 _Now let it shine for all the world to see,_

 _'Cause it is time, yeah, time to be awesome!_

The crew started to join in, and even Soarin's friends couldn't resist clapping and chanting:

 _Ah, ah, ah-ah, awesome!_

 _It's time to be so awesome!_

 _Ah, ah, ah-ah, awesome!_

 _Yeah, it's time to be so awesome!_

Rising from her seat at the table, Captain Celeano began to sing:

 _You've no idea how hard it's been,_

 _This dull routine we've been forced to do._

Soarin joined in as he encouraged:

 _Don't let them rob you of who you are,_

 _Be awesome, it's all up to you._

The Captain continued to sing, her voice swelling with pride:

 _I feel a light stirring deep inside,_

 _It's like a tale still yet to be told._

She and Soarin then sang together:

 _Well now it's time to break the shackles free,_

 _And start living like the brave and the bold!_

All onboard the ship started to sing in triumph:

 _It's time to be awesome!_

 _Let loose and be true, so awesome!_

 _It's time to be awesome!_

 _Go big and be you, so awesome!_

The rest of the crew started to sing as they donned their pirate gear, including hats, eyepatches, and hook hands:

 _We used to soar through the skies,_

 _Elaborate schemes we loved to devise._

 _We rescued our treasure and stored it away,_

 _Been saving those gemstones for a rainy day._

 _We see that light filling up our skies,_

Soarin continued to sing as Captain Celeano heaved the heavy book detailing all of the Storm King's rules and brought it to the edge of the plank. He motioned for the captain to throw the book overboard as he sang:

 _So take the Storm King's orders and toss 'em!_

All onboard sang:

 _Now is the time to let our colors fly._

And Captain Celeano then encouragingly sang:

 _Hey, scallywags, it's time to be awesome!_

* * *

Before long, the pirates had officially brought out their old costumes and had turned the zeppelin back into a pirate ship. They even flung their old, dusty and torn flag from the crow's nest.

Captain Celeano then swooped down next to Soarin. "Thanks for the encouragement, pony," She said as she held out a claw. "All this time I was deceiving myself into thinking that working for the Storm King was a necessary evil, that I had no other choice. Maybe at one point that was true. But not anymore! I won't be a pawn in his game!"

"Hey, sometimes you just need a little bit of encouragement to be reminded of what you were always capable of. Happens to the best of us sometimes," Soarin politely replied as he returned the claw shake. "So, does this mean you'll take us to Mount Aris?"

Captain Celeano chuckled, adjusting her hat. "You kidding?! We could take you to the edge of the world if we wanted to. There's just one small problem though."

"And that would be?" Thunderlane questioned.

"To reach Mount Aris we'd have to cross through the heart of the Sea of Clouds," Captain Celeano explained to the ponies. "And at this time of year the clouds can be so thick it's almost impossible to see through 'em. Many a ship have gotten lost and never been heard from again."

Soarin merely grinned. "Not a problem, you leave those clouds to Thunderlane and I."

"Hope you're not pulling my wooden leg, little pony," Captain Celeano declared as she flew over to the steering wheel. "Alright, scallywags. Next stop, Mount Aris!"

As the ship began to adjust its course, Spike happened to notice Shining Armor slowly slinking his way back towards the captain's quarters. The little dragon was quite concerned about this. "What's the matter, Shining? Don't tell me you don't trust these pirates."

"Well they _are_ pirates, Spike," Shining protested. "We don't know what kind of leverage the Storm King has over them. And after what happened with Capper, we really can't be too careful," Then he added. "But it's not that I don't trust them. For now it seems we share a common enemy. And as the old saying goes: 'The enemy of my enemy is my friend."

"Then how come you weren't really participating in the song? And why do you not want to be on deck with them?" Spike questioned.

Shining weakly replied. "My air sickness is acting up again. I thought the spell I cast would last a lot longer than it did."

"Ah, I see, still ain't got your air legs yet." Spike teased.

The prince nodded. "But I'll make the most of my down time by planning out how to best approach Queen Novo. First impressions can go a long way when you're trying to gain an ally."


	9. Jumping Ship

It wasn't long before the zeppelin reached the very center of the Sea of Clouds. Just like Captain Celeano had predicted a huge bank of clouds rose up to greet them. "Alright, ponies it's showtime!" The captain encouraged.

"Ready, Thunderlane?" Soarin asked his fellow Wonderbolt, who nodded in reply. "Let's show these clouds who's boss!" The two stallions lept from the ship and quickly set to work on dispersing the clouds. In a matter of moments the pathway ahead was clear, the clouds had all been parted. Both pegasi landed back on the deck when their work was done.

"Splendid job, mates!" Captain Celeano showered the two with praise. "Now we've got a clear path to Mount Aris. We'll be there in about an hour," Then she gave a whistle. "Jack!"

The green and brown feathered parrot that had spotted the group in the cargo hold earlier came swooping down. "Yes, Captain? You rang?"

"Take the wheel for me, and give a shout when we reach Mount Aris," Captain Celeano instructed. Then she looked up to the crow's nest and called. "Any sign of trouble, Gus?"

Gus squawked back. "Negative, Captain. All's calm."

The captain smiled. "Most excellent. Now I've got time to sharpen my fencing skills," Turning to Soarin she asked him. "You said you're the Co-Captain of the Wonderbolts?"

Soarin blushed modestly. "Not that I like to brag but yeah, it's true."

The parrot pirate captain gave a hearty laugh. "Well then, scallywag. Fancy a little bit of friendly sparring? I could use a worthy opponent to sharpen my fencing skills on."

"But I've never dueled before." The pegasus stallion protested.

"Well like they always say 'No time like the present!'" Celeano encouraged, tossing a small sword towards Soarin. "Don't worry, I won't be too hard on you. But all the same I don't plan to lose."

Soarin grit his teeth, wielding his sword with his hooves. "Well I don't either. But something tells me I'm way out of my league."

"Ooh! This I gotta see!" Braeburn declared as he bounced over. "Too bad Shinin's gotta be a party pooper and miss out on it."

"Now now, Braeburn, let's not speak ill of our friend behind our back," Fancy Pants advised. "He's probably still getting over his airsickness and needs time to rest. We've all been through a lot already today, I can't imagine how much stress Shining is going through right now."

Thunderlane nodded and sighed. "I sure hope he's okay. It must really be killing him not to have any contact with Equestria at all. He sure seems to be betting it all on Queen Novo being able to help us."

"Well for our sakes, we'd best hope she can," Fancy Pants replied. "Because otherwise we'll have come all this way for nothing."

* * *

While the pirate ship cruised through the Sea of Clouds, Tempest's own zeppelin was traveling in the same area. But it was headed East per the advice of Capper.

Grubber, piloting the zeppelin, grumbled to himself. "Why do I have always do the hard stuff around here? It's 'cause I'm a midget, isn't it?" But the hedgehog had no one else to talk to, he was alone with his thoughts. A sigh escaped his lips. "Well that, and I got a soft spot for Commander Tempest ever since she stood up for me. Sure wish I knew why she puts up with the Storm King when all he does is berate her and send her to chase down those who defy him."

The hedgehog's eyes began to scan the surrounding sky, largely out of boredom. "Nothing to see here, as usual," He moped about. "Nothing but clouds as far as the eye can see. And a pirate ship headed towards Mount Aris. Wait a minute!" He scanned the sky again. No, he wasn't seeing things. There was _indeed_ a pirate ship. And it looked like there were ponies onboard. "Hey, Tempest! Get up here, now!" He called. "You'll never believe what I just spotted!"

Tempest came trotting up to the bridge a moment later with a groan. "Grubber, I'm in no mood for your games." She bitterly hissed.

"It's not a game, Tempest! There's a pirate ship just over yonder! And it's got ponies onboard!" Grubber eagerly reported while bouncing up and down. "Come on, take a look!"

The broken horned unicorn reluctantly did so, scanning the location Grubber was pointing to with a telescope. Her eyes didn't deceive her, there were ponies onboard the ship. The very ponies that she'd nearly captured back in Klugetown. "Well well well, this is my lucky day." She declared with a smile.

Grubber, meanwhile, let out a gasp! "This means Capper lied to us! They're headed South, not East!"

"Well we can deal with him later," Tempest coldly declared. "For right now, capturing the prince and his friends is our top priority! Take the wheel, Grubber! I'm gonna put together a boarding party."

* * *

The peace and quiet of the Sea of Clouds was suddenly broken, as a frightened squawk pierced the air! "Captain, a Storm King zeppelin is approaching! And it's approaching fast!" Gus cried out.

"What?!" Celeano gasped as she rushed to the nearest vantage point and pulled out a telescope. Sure enough, the emblem of the Storm King's army could be seen clearly on the approaching airship. In a matter of minutes it would be close enough for those onboard to access the other aircraft.

"Oh no! They must've spotted us while we were clearing the clouds!" Soarin realized.

"Or maybe removing the clouds also gave away our hiding position!" Thunderlane nervously suggested.

"What are we gonna do, Captain?!" Gus anxiously asked as he swooped down. "If Commander Tempest finds out we're ferrying these ponies to Mount Aris, we're doomed!"

Celeano grit her teeth and quickly formed a plan. "Go wake Shining Armor and his dragon friend, and get them below deck with the others! We'll keep 'em out of sight in the cargo hold until Tempest leaves! Quickly now! Go, go!"

"What's all the commotion?" Shining questioned as he stumbled out of the cabin he was in.

"It's Tempest, she's found us! And she's closing in fast!" Fancy Pants frantically explained. "Come on, we need to get below deck!"

"But what about the pirates?!" Shining asked.

Celeano merely ushered the ponies (and dragon) down to the cargo hold, hiding them behind some of the barrels. "Not a word," She whispered to them. "We'll get Tempest to leave, then come back to check on you. Whatever you do, don't do anything that'll attract attention." She then quickly made her way back up to the main deck and shut the cargo hold door, just as Tempest, Grubber, and several of the Storm Guards walked onto the ship with a captive Capper in tow.

"Captain Celeano." Tempest began.

The captain merely shook her head. "We can drop the formalities, Tempest. We're both working for the same guy after all."

"Oh really?" Tempest questioned as she took notice of the captain's attire. "Then what's with all the pirate gear? You're supposed to be the Storm King's delivery birds. Why aren't you in uniform?"

Celeano tried not to look suspicious as she quickly answered to the broken horned unicorn. "I thought it would inspire the crew if we dressed up like in days of old. They've been feeling kind of down in the dumps ever since Storm King gave 'em a thorough tongue lashing the other day. I tried to tell him it wasn't our fault the merchandise was late but he just wouldn't listen."

"Why are you on your way to Mount Aris?" Tempest questioned at length as her eyes narrowed. "Shouldn't you be heading the other way?"

"Top secret orders from the Storm King himself," Celeano quickly replied. "He wants us to check on a possible rebel outpost near Mount Aris. Said he might 'overlook' our poor performance if we gave him a reason to rest easy. And with you tied down hunting the prince, we were the only ones available."

Grubber, meanwhile, happened to sniff the air. "I smell ponies." He commented.

The pirates all gave odd looks at Grubber, hoping to throw him off. "I don't smell anything, it must be you." Celeano retorted.

"I suppose you wouldn't object if I searched this zeppelin from top to bottom myself, would you?" Tempest inquired of the captain. "If you're thinking of deposing me, think again. I'm not in a good mood today, and my patience is wearing thin."

"You're welcome to search to your heart's content," Celeano politely offered with a bow. "But you won't find anything except Storm King merchandise. I guarantee it."

Tempest was not convinced, the unicorn mare was silent for but a moment before she declared. "Nice try, but I _know_ you're hiding ponies somewhere. The prince and his friends are onboard, and I want to know where," Then she issued a demand to the pirates. "So here's what I'm gonna do. I'm gonna count to three and you can either tell me where they are, or I'll tear this ship apart plank by plank until I find them."

* * *

Meanwhile, down in the cargo hold, Shining Armor was beginning to grow anxious and impatient. It didn't help that the rude awakening earlier had only made his air sickness worse. "We've got to get out of here, now! Tempest is sure to find us!" He firmly whispered to the others.

"Shining, we've gained these pirates' trust!" Soarin protested. "They won't let Tempest come near us! With them on our side, we can totally take these guys!"

"But they've got Capper hostage, they may use him as a bargaining chip!" Shining shook his head. "I won't put innocent lives in danger just to save our own hides. If Tempest catches us, there's no telling what she'll do," Then he added. "Besides, it's best for all if we get out of here and back onto solid ground. Then I can think straight without my air sickness getting in the way."

"But Shining!" Soarin protested again.

Big Macintosh spoke to break up the feud. "I'm with Shinin' on this one. Even if the pirates are willin' to help us, Capper's still a wild card. And if we fight here what's to stop this ship from fallin' out of the sky? At least if we leave now, we'll have the element of surprise on our side, and Tempest will spare the pirates."

"And just how are we supposed to escape? Thunderlane and I are still exhausted from busting the clouds earlier!" Soarin remarked.

"I have _one_ idea, but it's a risky one," Shining explained in a whisper. "It involves having to throw ourselves out of the cargo bay."

"What?! Are you crazy?!" Fancy Pants remarked. "There's gotta be another way!"

The alicorn prince only shook his head. "There's no time! Just stay close to me and hold on tight!"

* * *

While the conversation between friends was going on in secret, Tempest was slowly counting while she eyed the pirates. "One..." No one said a word. "Two..." The pirates held fast to their swords, ready to draw them at a moment's notice. "Don't make me say three..." Tempest warned as the bulge where her horn should be began to ominously spark. "Three!"

"Aaahhhhhh!" Came a chorus of screams! The source of which appeared to originate in the cargo hold. Some of the Storm Guards quickly rushed down there, only to find the cargo bay doors flung open and a tarp to be missing. However, in their haste to escape the group had unknowingly left behind the map leading to Mount Aris.

"They escaped, Commander. Most likely toward Mount Aris." One of the Storm Guards reported as he came back up from the cargo hold.

" _They escaped?! From this high an altitude?!_ " Celeano thought to herself. " _I sure hope they known what they're doing!_ "

Meanwhile, Tempest was growling, gritting her teeth and stomping her hooves in frustration. "I don't believe it! That's three times now in the same day! Just how hard is it to catch a small band of runaways?!"

"Sorry, boss," Another Storm Guard apologized. "We almost had 'em this time. If we'd thought to check the cargo hold sooner, we would've got 'em for sure."

Grubber turned his attention to Capper who was whistling rather slyly and nervously. "I should've known you were pulling a fast one on us, pussy cat!" He angrily remarked.

Capper laughed and tried to play it off. "Oh, did I say East? Gee I am so sorry about that, really. Cats are never great with directions, I get them mixed up all the time."

Tempest wasn't convinced, her bulge continued to spark ominously. "All I see here is a ship full of traitors!" She coldly hissed. "All of you are under arrest for aiding traitors to the Storm King, and you can come back to Canterlot with me as _my_ prisoners. Then you can explain your crimes to the Storm King himself, and I doubt he'll be as forgiving."

But Celeano stepped forward. "You'll never take us back to Canterlot, Tempest! You can't tell us what to do anymore!"

The broken horned unicorn only sighed and shook her head. "You have chosen very poorly," Then she turned her attention to the ship and declared. "Hope you packed a parachute, Capper. Because this ship is going down."

"Uh-oh!" Was all Capper and Celeano could bring themselves to say, before they hastily rushed to jump off the ship!

If anyone had been watching, they would've suddenly seen the sky light up like a fireworks show and then seen flaming planks plummet down from the sky. And maybe they would've seen a zeppelin with the Storm King's logo flying away towards Mount Aris, while several figures (including a cat held in the claws of a parrot) struggled to slow their descent.


	10. The Abandoned Kingdom

"Hey, Shining Armor! Anytime you wanna light up your horn is fine by me! But I much prefer **NOT** plummeting to my death, thank you!" Fancy Pants half yelled/half screamed, as he and the rest of the stallions (along with Spike) hurtled through the air at a speed that would've made Rainbow Dash jealous!

"Hold on, I'm working on it!" Shining shouted back. Thinking quickly, he grabbed a floating basket with his magic, tied the tarp around it and pulled all his friends into it. Then he held Spike up and instructed. "Give me your best flame breath, we'll use it to power this balloon!"

Spike obliged and in seconds a dragon fire propelled hot air balloon was floating through the sky. All aboard breathed a deep sigh of relief. "That was too close." Big Macintosh commented. No one else dared to say a word on the subject.

Thunderlane's roving eyes soon caught sight of the pirate ship, as what was left of it fell out of the sky. "Oh no! Guys, look!" He glumly declared.

The stallions' hearts all filled with dread as they watched the massive zeppelin fall apart piece by piece, a smoldering wreck and a shadow of its former glory.

"You think Captain Celeano and her crew survived?" Soarin asked.

"And Capper too?" Fancy Pants added.

Shining only shook his head. "Captain Celeano and the pirates could probably fly away, but Capper would need a parachute at the very least. Even if they survived, they'll probably go into hiding so as not to give Tempest a reason to hunt _them_ down as well. I'm afraid we're on our own again."

"Then I guess it's on to Mount Aris for us," Braeburn glumly commented. "This trip sure stopped bein' fun real fast. What's the point of makin' new friends if they're just gonna disappear on us, or worse?"

The prince simply replied. "What happened to Capper and Celeano is unfortunate, but we didn't set off on this journey to recruit them. They were helpful for the brief time we were with them, but for all we know they may not have been willing to rise up against the Storm King," Then he firmly added. "All that matters now is that we reach Mount Aris and find Queen Novo. With a little luck, she'll have what we need."

"And if she doesn't?" Fancy Pants nervously asked.

The alicorn firmly protested. "She has to! Princess Celestia wouldn't have told Princess Luna to seek out her help otherwise! Queen Novo has to have dealt with the Storm King before, which means she's the best qualified to tell us what he's like and what kind of weaknesses we can exploit."

* * *

The balloon eventually reached Mount Aris and landed at the bottom of a huge flight of stairs that led up to the gates of the kingdom proper.

"Do we seriously have to stop _here_? Why can't we just go straight to the top?" Soarin protested.

"Sorry guys, but a dragon has to catch his breath sooner or later," Spike panted as he leaped out of the basket. "Would you rather I ran out of hot air and we all crashed?"

Shining quickly stood up for the little dragon and broke up any potential arguments. "You did good, Spike. I knew I could count on you. Hope you're not too winded, because it looks like we're in for a long climb."

Spike let out a groan. "I haven't seen this many stairs since we were hunting for the Crystal Heart. Wonder if _this_ is where King Sombra got his inspiration for that never ending staircase."

All seven group members began their trek up the staircase (except for Soarin and Thunderlane who opted to flap their wings. Shining was still getting over his airsickness, so he decided it best to walk). It seemed to stretch on and on with no end in sight.

Eventually, Fancy Pants began to complain. "I'm all for walking but this is ridiculous. How can they expect anyone to make their way up this many stairs?" He folded his hooves and declared. "That's it, I'm not moving another step! You'll have to go on without me!"

"But Fancy Pants, we're almost there." Soarin protested as he swooped down to the unicorn's location.

"Soarin, you're just saying that to trick me. I won't fall for it." Fancy Pants retorted.

"No, I'm serious, we're literally almost there! Look!" Soarin declared as he pointed a hoof upward. The stairs did indeed end and the gates of the Hippogriff Kingdom could be seen from the ledge.

At last, after what felt like hours of stair climbing, the group reached the gates. They'd finally reached their destination after over a day spent outside the boundaries of Equestria.

* * *

However a new problem soon presented itself to the group, namely a lack of civilization. The whole kingdom seemed void of any and all life. All that remained were tattered and worn traces of some kind of dwellings, but there was not a clue as to what had happened to them or where their occupants might have gone.

"So _this_ is where the hippogriffs make their home? Frankly I'm underwhelmed." Fancy Pants observed as he adjusted his glass monocle.

"Something's wrong, where is everyone? This place is looking like a ghost town." Shining wondered.

"I don't know but it's really startin' to give me the creeps," Big Macintosh remarked. "I get the feelin' somethin' happened here. Somethin' really bad."

The prince felt his heart sink. "But... but... this can't be! To come all this way for nothing?! After all that we've endured, all we've sacrificed! _This_ is what we have to show for it?!"

"I guess Princess Celestia never learned of... whatever it is that went down here," Thunderlane declared. "But I don't think we're gonna be finding any sort of hippogriffs here, especially not a queen."

Braeburn nodded. "Yeah. I've already been over this whole place and found nothin'. This place is empty with a capital E."

But just then a faint sound pierced the silence. It sounded like singing and whoever it was that was singing appeared to have the most beautiful voice ever to grace an individual's ears.

"Hey, you guys hear that, right?" Shining asked his friends, all of whom nodded in agreement. He immediately turned his attention to the source of the singing, which appeared to be originating from a nearby cave.

Even as Shining crept forward, Spike nervously asked him. "You don't think it could be a siren, could you? Starswirl the Bearded banished a trio of them, but who's to say there aren't more where the Dazzlings came from?"

The prince shook his head. "Even if it _was_ a siren what would it be doing all the way out here? There's no one to cause conflict with and no love or discontent to feed on. If a siren were to come here it would starve to death." Then he crept closer, making his way through the cave.

At last a small opening greeted the prince's eyes along with a small pond. And in the middle of, obscured by a tall pink plant, was a glowing yellow ball of energy. The singing appeared to coming from inside of said ball.

Braeburn suddenly leaped forward, splashing into the water! The singing stopped and the figure appeared to let out a gasp!

"Don't be alarmed!" Shining protested. "We're not here to hurt you! Please, don't go away! I want to ask you something."

But the figure didn't acknowledge the request, it just suddenly disappeared in the blink of an eye. Then all of a sudden, a whirlpool sprung up in the middle of the pond! Without warning, Shining Armor and Braeburn found themselves swept up inside it, as did the others (for they had wandered into the water with Shining).

In a matter of moments they were pulled beneath the surface and everything went dark!


	11. One Small Thing

When Shining opened his eyes he saw that a small bubble of air surrounded his head, thus making it possible for the stallion to breath underwater. A quick glance around the murky darkness revealed that the same had been applied to all of his friends.

"That was some good thinking on your part, Shining," Soarin sincerely praised. "Sometimes I don't know where we'd be without your quick wit."

"But I didn't cast any kind of underwater breathing spells." Shining protested.

An uncomfortable silence fell over the group. Spike was the first to ask the obvious. "But if you didn't... then who did?"

All of a sudden a brilliant, glowing orb of some sort appeared and the group was stricken with fright. "That would be me," The orb replied in a tone of voice that sounded distinctively female and bubbly. "Friend or foe you don't deserve to drown."

"Then what was with that whirlpool earlier?!" Soarin complained.

"Sorry, forceful habit," The voice answered in a sincere tone of voice. "But now you're on my turf."

"Who are you?" Shining questioned.

The voice only answered. "Sorry, Mother says I'm not supposed to speak to strangers."

Braeburn tried not to snicker as he commented in reply. "But ain't that what you're doin' now?"

In a more serious tone, the voice retorted. "Okay, okay, you got me on that one. But, how do I know I can trust you? We don't get many visitors down here."

"We're being pursued by Commander Tempest of the Storm King's army," Shining explained. "And we're trying to find Queen Novo of the hippogriffs."

For a moment the voice inside the orb was silent. But then in a blinding flash it revealed its true form to the stallions and dragon. It appeared to be a seapony, judging by the fins and the huge tail. Her coat was a yellowish gray in color, her hair, fins, and tail a light arctic blue. And her eyes seemed to be an innocent brilliant cyan in color. Not to mention the red around her neck that also extended to what looked like a pair of wings. "So you're on the run from the Storm King too?! Well why didn't you just say so?!" The seapony laughed. "Come on, I know just the seapony who can help you!"

"Well I'll be darned, seaponies _do_ exist," Fancy Pants commented. "All this time I assumed they were just a legend."

"Oh we're real alright!" The seapony laughed. "The name's Princess Skystar. But there'll be plenty of time for hellos later. Right now, I need to be getting back to my home," She then eagerly exclaimed. "Oh, just wait until Mother sees you! She's gonna freak!"

* * *

Princess Skystar led her new friends through a series of underwater caves, until at last they swam upon what looked like an underwater city. It was a little hard to tell since everything was so dark and dreary. "Welcome to the Kingdom of Seaquestria!" Skystar happily exclaimed. "It's not much, but home's still home no matter where you are."

The group swam up through a small passageway moments later, finding themselves in what appeared to be some kind of throne room. High above the throne rested a sea anemone that appeared to protect some kind of strange, glowing object. And on the throne itself rested another seapony, this one much taller than Princess Skystar. She boasted a coat of light fuschsiaish gray, flippers with blueish-gray on the tips, hair (and a tail) a two toned purple in color, and strong magenta eyes that looked anything but happy. "Princess Skystar!" The seapony spoke in a stern tone of voice as she got off her throne. "What is the meaning of this?! Haven't I specifically told you not to bring outsiders into our kingdom?!" Then she gave a shout. "Guards! Seize these intruders at once!"

Several seaponies with spears quickly materialized, surrounding the group on all sides. No one dared to say a word.

Princess Skystar quickly defused the tensions. "It's okay, Mother. These guys are friendly. They said they're fleeing from the Storm King, just like we did."

"Wait a minute, you've encountered the Storm King before?" Shining questioned. "Does that have anything to do with how you know Queen Novo of the hippogriffs?"

The elder seapony laughed. "Honey, I _am_ Queen Novo! And I am, or at least I _was_ the queen of the hippogriffs. A long long time ago."

Shining's eyes lit up like stars in the night sky as he swam over to the queen! "Oh you don't know how glad I am to finally meet you!" Then he bowed his head as best he could. "The name is Shining Armor, the Prince of Friendship and the Crystal Empire. I also happen to be captain of Equestria's royal guard," Then he pointed a hoof. "And these are my friends, Big Macintosh, Braeburn, Soarin, Thunderlane, Fancy Pants, and my adopted nephew Spike." His friends all waved back at Queen Novo but refused to move for fear her guards might retaliate.

"A prince, huh? Well this is certainly news to me," Queen Novo commented. "But then, when you've been underwater for as long as I have news doesn't exactly travel fast. But why, may I ask, do you seek out my help specifically? Who sent you?"

"Princess Celestia was planning to send her sister, Princess Luna. But I don't think either of them knew you were actually a seapony," Shining explained. "I come here specifically to request your help. Equestria's capital city, Canterlot, has been attacked by the Storm King's forces and has fallen, as have the princesses. We have no other allies we can contact."

Novo listened intently to the entire conversation, her eyes scanning the prince for any hint of deceit. She couldn't detect any such traces, it appeared that her guest was speaking the truth. "Most unfortunate that you would be targeted by the Storm King. I must say I'm quite surprised he would send a pony of all creatures to hunt you down. The Storm King I knew would've done the dirty deed himself."

"It sounds like you have a history with the Storm King, whoever he is," Soarin commented in observation. "Does he have anything to do with Mount Aris and why it looked so abandoned?"

Novo bit her lip as her body language became cold and defensive. The queen appeared to suddenly clam up and refuse to speak. "I... can't tell you that." Was all she managed to force out.

"Then let me tell the story, Mother! I've heard it a million times since the day I was born!" Skystar eagerly protested. And then without waiting for permission she swam over to some panels and started to narrate. "A long long time ago, like before any of you were born, the hippogriffs lived in peace on Mount Aris," The first panel depicted hippogriffs going about their daily lives with smiles on their faces. The princess swam over to the next panel, which depicted a giant, bi-pedal centaur like creature attacking Mount Aris as frightened hippogriffs ran in every direction. "But then one day, the evil Storm King showed up and laid waste to the entire kingdom. He wanted the hippogriffs' unique magical abilities and powers, and was determined to drive them to extinction if they refused to give it up," The next panel showed the hippogriffs turning into seaponies as they attempted to escape the Storm King's wrath. "So the hippogriffs that managed to survive turned into seaponies and fled underwater. As it turns out the Storm King can't swim, so as long as the seaponies remained underwater they would be safe. So you see, guys?! We _are_ or at least _were_ the hippogriffs!"

* * *

Big Macintosh was the first to speak up when the story was done. "So let me get this straight. Y'all turned yourselves into seaponies, just so you could flee and hide? And ya never turned back into hippogriffs after the Storm King went away?"

"Oh we did, but the second we did so the Storm King returned and we had to flee again," Queen Novo coldly explained. "It was then that I realized that we had to stay underwater if we were to survive. To remain on land would be to allow the Storm King to wipe us from existence altogether. I did what I had to do to protect my subjects."

"Um, if you don't mind us asking, how did you transform into seaponies anyway?" Thunderlane asked the queen.

Novo responded by swimming over to the anemone that rested above her throne and lightly tapping on it with a fin. The anemone opened up, revealing a pearl that glistened brightly as a mysterious energy seemed to flow within it. "With this," The queen answered. "This is the Pearl of Transformation. I could tell you how it works, but I think it's better if you witness its power for yourself," She grasped the pearl in her fins and aimed it at the group as she instructed. "This is gonna feel incredibly funny but please hold still, the transformation process shouldn't take more than a minute."

All seven members reluctantly obeyed and held still as the pearl was opened up and the glowing magical aura within it flowed out to them. One by one they were transformed into seaponies, complete with fins replacing their front hooves and a tail replacing their back hooves. Their cutie marks moved from their flanks to their lower body area, resting firmly on their sides (except for Spike who didn't have a cutie mark).

"Whoa! This is... incredible!" Braeburn declared as he swam about in his new form. "Come on, guys, the water's great!"

Everyone swam about for a moment, getting used to their new forms. Even Shining found himself fascinated by the pearl and its magical properties. "With the Pearl of Transformation we could easily outwit the Storm King and defeat him!" He declared.

Novo wasn't so convinced, she clutched the pearl tightly in her fins. "Or more likely, it could end up falling into his greedy clutches. Which is the last thing ANYONE needs."

"But your majesty, you don't understand! We came all this way out here specifically to get help from you!" The prince protested and pleaded. "That pearl is just the thing we need to tip the scales in our favor, pardon the pun. Would you really condemn us to suffer just because of your own cowardice?!"

Novo only tightened her grip on the pearl in response and angrily retorted. "I am hardly a coward if I choose to put the safety of my subjects ahead of the reckless desires of someone like you! You've never tangled with the Storm King before, I have! The Storm King isn't like any threat you've ever dealt with, he is merciless and vicious! He'll stop at nothing in pursuit of his power! And I cannot and will not risk the possibility of him getting what he's always desired!"

"But we're only being pursued by Commander Tempest," Spike protested. "Surely we could just use the pearl to fend her off and restore the princesses to power, right?"

Novo shook her head. "Even if such a thing were possible, the possibilities are just as high that in your quest to defeat Tempest you would leave the pearl unprotected. And what do you think would happen then?" She then replied. "I'm sorry, but the Pearl of Transformation is too dangerous to be used in battle! If it ever fell into the Storm King's hands, there is no place were we could be safe from his wrath. It's unfortunate that you came all this way just to be disappointed, but as Queen of Seaquestria I have to think about the well being of my subjects first. If you like, you're welcome to stay down here and _maybe_ I could see about lending some of my more capable soldiers. But the Pearl of Transformation is strictly off the table no matter what!" The queen returned the pearl to the anemone from which it came and then she stretched her fins as she declared. "Now if you'll excuse me, it's time for my seaweed wrap."

Princess Skystar, meanwhile, commented to the group. "Don't mind Mother, she'll come around in time," She then held up two shells with googly eyes and painted faces. "Shelly and Sheldon and I were hoping you might stay. There's so much we can do together. We could make necklaces out of shells, and picture frames out of shells, and decorative wastebaskets out of shells," Then she sighed and hung her head. "But I understand you guys probably have more important places to be, so I won't bother you." And then she left the throne room just moments after her mother had done the same.

* * *

Just like that the stallions (and dragon) were alone in the throne room and without a clue as to what to do next.

"So that's it then? We came all this way out here for nothing?" Fancy Pants commented. "This _can't_ be how it ends. there must be _something_ we can think of."

"If only there was some way to convince Queen Novo to trust us," Shining pondered with a sigh. "But how?"

"Well I'm sure you'll think of something," Soarin encouraged his friend. "You always seem to have an answer for when we need it most."

"Maybe while you think of it, we should go check on Skystar?" Braeburn suggested. "Seems like she could really use a friend or two. Bet it gets pretty lonely down here."

Big Macintosh shook his head. "Cousin, this ain't the time to be playin' games and singin' songs. This is serious."

But all of a sudden an idea came to Shining's mind. A most unusual and quite risky idea, but one that if it worked would hopefully solve their problem. "Actually, I think Braeburn might be right," He suggested. "Skystar is Novo's daughter after all, and if we're nice to her she might be able to put in a good word for us with her mother. And Braeburn, considering how much time you've spent with Pinkie Pie, I can't think anyone more qualified than you to squeeze a lifetime of fun into just a few minutes."

Braeburn tried not to blush at his friend's compliment. "What about you, Shinin'? You gonna tag along?"

The prince tried not to look guilty. He knew that in order for his plan to work he would need all of his friends to be otherwise occupied. "No. I will stay behind."

"Oh I see, it's part of your plan isn't it?" Thunderlane asked to which Shining nodded. "Well that's alright, I'm sure it's very important. You've never steered us wrong before."

"Yeah!" Soarin eagerly chimed in. "Just leave Princess Skystar to us and you do what you have to. See you in a few!" And then he and the rest of the guys all swam off to look for Skystar.

Now alone in the throne room, Shining sighed and took a deep breath. "I'm sorry guys," He glumly commented even though he knew no one was around to hear him. "I wish there was some other way to do this. But I see no other way."

* * *

The song and dance had worked better than anyone had expected, even Queen Novo seemed to be impressed. Her mood had changed from cold and distant to warm and friendly. "You know, I think there _is_ one small thing we could do for our guests... no, our friends." She declared.

Everyone smiled happily, it looked like everything was going to work out just fine after all.

But then suddenly the happy silence was broken by the shrill cry of an alarm. And accompanying the alarm was a constant red flash.

Novo immediately swam to the throne room and everyone else followed. Novo let out a gasp at the sight that greeted her eyes!

There was Shining all tangled up in the anemone's tentacles, the exposed Pearl of Transformation just out of his grasp! He struggled in vain to break free of his prison.

Novo's mood immediately soured and she seized the Pearl of Transformation and held it close! "I don't believe it! After all that, you were merely using that little number as a distraction so that _you_ could swipe the Pearl of Transformation for yourself!" She angrily scolded.

"No," Shining groaned as the anemone's tentacles prevented him from moving. "I never meant to steal it, I only wanted to study it. Learn how it worked. I was going to give it back, I swear."

Queen Novo was not convinced. "You expect me to believe that?! You come into my kingdom and like a fool I greeted you warmly and treated you with kindness! But all along your intentions were selfish and self-centered! Princess Celestia never would've done such a thing," Then she turned to Princess Skystar and scolded. "Skystar, this is exactly why we don't bring outsiders into our kingdom in the first place."

"But Mother-" Skystar began.

"Don't you 'But Mother' me young lady!" Novo snapped. "None of this would've happened had you obeyed my orders and not gone up to the surface!" Then she turned back to Shining Armor and his friends. "You've given me no choice. I hereby banish you from Seaquestria AND Mount Aris! If you ever set even one hoof, fin, or other extremity on my kingdom again, I will show you no mercy!"

"Please, your majesty," Shining desperately pleaded. "I know you're very upset right now, and you have every right to be mad with me. But don't take it out on my friends, they were no part of this. They had no idea I planned to do any of this. Banish me if you must, but leave my friends alone. I beg of you."

"You say that, and yet you don't deny that having your friends charm the fins off my daughter was part of your plan?" Novo questioned to which the prince reluctantly nodded. "Then they are just as guilty in this as you are and shall be punished accordingly." She then held out the Pearl of Transformation.

"Wait!" Shining protested to the queen. "Before you reverse the transformation, you need to know that we can't breath underwater! Would you really condemn us to drown just because of this?! Even your daughter was not that cruel."

"You have a point there," Novo reluctantly agreed and clapped her fins together. Air bubbles surrounded Shining and his friends a moment later. "Be lucky I let you have that," She declared as she held out the Pearl of Transformation. "Now, by the power vested in me as queen of the seaponies, I hereby revoke your seapony status!" The pearl's aura quickly surrounded the stallions (and dragon) turning them back to normal. Then they were promptly whisked back up to the surface by a raging current.

Skystar could only look down in despair. " _The first friends I ever made down here, and they turned out to be traitors. Maybe my mother was right all along._ " She thought.


	12. Rebels Without a Ship

While events were unfolding down in Seaquestria, Captain Celeano, Capper, and the pirates finally landed on a beach not far from Mount Aris. There was not a bruise, scrape, or sign of injury on the small ragtag group of rebels. But it was clear the long flight from the now destroyed ship had winded them ever so slightly.

"Thanks for the save," Capper spoke to Celeano. "If you hadn't snatched me up when you did, I get the feeling all nine of my lives would've been flashing before my eyes if you know what I mean."

Celeano merely replied. "Anything for a friend in deed."

"Whoa, whoa, hold on now!" Capper protested. "I've pulled this trick way too many times, I know how this is gonna go. You're just claiming to be my friend to lure me into a false sense of security. Then you're gonna stab me in the back the first chance you get."

"What in the world would ever you give that idea, Capper?" Celeano questioned. "I'm being sincere."

Capper only shook his head in protest. "You're a pirate, a pirate captain no less. It's in your very nature to be underhanded and willing to betray others."

"Maybe you haven't heard, pussy cat, but my crew and I aren't like most pirates," Celeano growled, sharpening her sword and pointing it at the cat. "But if you insist on testing my patience, you'd best be willing to back it up with a duel."

Capper reluctantly backed down. "Okay, okay. So maybe you're telling the truth after all. But why would you ever wanna stick your neck out for a guy like me? I'm nothing but trouble."

Celeano just grinned. "Because I sense we have a mutual enemy in the Storm King. And a mutual friend in those ponies and their little dragon."

"And because we stuck our necks out for 'em, our ship got blown out of the sky and into pieces," Gus complained. "Face it, Captain, our pirating days are over now. Reckon it's only a matter of time until Tempest returns to finish the job."

"We all knew there'd be risks involved when we chose to stop working for the Storm King," Celeano protested with a shake of her head. "And it's not like we can turn back the clock and undo what's been done. What's most important is that we were able to keep those ponies out of the Storm King's clutches. And now, hopefully, they've met with this Queen Novo and have enlisted her help."

Capper wasn't so sure. "That's assuming they survived the long fall from the cargo hold. Something tells me ponies don't land on their feet."

But Celeano happened to glance out towards Mount Aris, and her eyes caught sight of what appeared to be a hot air balloon, sitting lonely and unoccupied. "Those ponies are more clever than you'll give them credit for, Capper. If they were able to make a hot air balloon in mid air, I've no doubt they survived."

"Think maybe we oughta head to Mount Aris ourselves, Captain?" Gus suggested.

"You guys can do whatever you want, but I won't be much help in that regard," Capper nervously commented as his paws twitched. "I may not mind the occasional bath, but no way am I swimming all the way out to Mount Aris. For me, I'm just gonna head on back to Klugetown and settle some old accounts."

"Then I'll go with you!" Celeano declared as she wrapped a wing around the cat. "We're friends now, that means we gotta look out for each other."

Capper found himself at a loss for words. " _So_ _ **this**_ _is what it's like to have friends who care. I could get used to this._ " He thought to himself.

The parrot pirate captain then turned to her crewmates. "But what about you, ya scallywags?" She questioned them all. "As your captain, I would never ask you to do something you don't want to do. If you all want to strike out on your own, feel free to do so. I understand that we don't have our ship anymore, but ship or no ship and crew or no crew, I'm going back to Klugetown with my new friend."

But one by one all the pirates raised their swords and shouted. "We're with you, Captain Celeano!"

Gus even added. "After all we've been through together, what kind of pirates would we be if we split up just 'cause the going's getting rough?" Adjusting his eyepatch he added. "Weren't you always fond of saying 'When the going gets tough, the tough get going!'?"

Celeano nodded. "I sure did, matey. And those are the words I'll live by til my dying day. So, are you all with me?!"

"Yeah!" The pirates all cheered at once!

"Good," Celeano declared and made her way over to the wreckage of the ship. "Now then, let's see what we can salvage from this air worthy vessel. We probably can't put her back together, but we should be able to build something on a smaller scale. Otherwise, we're walking all the way to Klugetown."

"And regardless of how we get there, when we arrive I'm finally giving old Verto a piece of my mind!" Capper firmly declared. "I've had with some higher power telling me how to live my life. I think it's about time this cat became his own boss!"


	13. Back on the Beach

Seven heads poked their way up from under the water and the bodies to which they were attached quickly made their way to the nearby shore.

"Is everyone alright?" Shining asked as he observed the water logged state of his friends. All of them nodded one by one, which allowed the prince to breathe a sigh of relief.

But the peace didn't last long, tempers were flaring up and it took little time for accusations to start flying through the air. "What the heck were you thinking?!" Soarin scowled. "After all these years, after all those talks about being the better stallion, you go and swipe another kingdom's most valuable object when you think they're not looking?!"

Shining could only hang his head. "I know it sounds stupid and reckless, but I saw no other options. I never meant to steal the Pearl of Transformation, I only wanted to study it."

"It doesn't matter! You still lied to us!" Big Macintosh growled and stomped a hoof down. "We trusted you! And yet you regarded us as only bein' good for a distraction to suit your own needs! Is that really that we are to you?!"

"Ya don't even trust us to do our thing, do you?!" Braeburn added. "If you'd just left well enough alone, everythin' would've worked out just fine! We'd won over Queen Novo, she was goin' to help us! But now you've made it so that we came all this way out here for nothin'!"

The prince replied. "How was I know to my distraction would work out better than intended?! Maybe you haven't noticed, but we're not exactly in Equestria anymore. We can't be doing all the things we normally would do in these situations and expect everything to work out just fine!" Then he added. "You saw what happened with Capper and the pirates, trusting others only got us into trouble and put _them_ in the crossfire!"

"They knew the risks when they agreed to help us, Shining!" Soarin retorted. "Perhaps they're not as ideal as we are but friends are still friends!"

Fancy Pants was quick to add. "And since when was being outside Equestria an excuse to abandon our better nature? So what if we're not in our native homeland, that's no excuse for us to be as cruel and wicked as others! Is your judgement really that clouded by the fact that Tempest is hunting you down?! It's not all about you, you know!"

"Maybe it isn't, but the fact remains that as long as I'm with anyone they're in danger!" The alicorn remarked. "Tempest won't stop until I'm firmly in her clutches. And even if she _does_ give up the Storm King will surely come to finish the job."

"So what, you're just going to throw away your own life as if it means NOTHING?!" Soarin bitterly protested to the prince. "You honestly think that lowly of yourself?!"

But Shining merely shook his head and defensively he remarked. "It doesn't matter what _I_ think or want. All that matters is that others don't suffer anymore because of me. I blew our only chance to gain a powerful ally, it's only fair that I atone for it."

Spike, who had remained silent for the entire argument, finally found the courage to speak up. "But... but... what about everypony who fled to Ponyville?! And what about all those still in captivity in Canterlot?! If you turn yourself in, how do you think _they_ will react?"

"Twily and Starlight will be motivated to keep fighting, and so will others," Shining declared. "You're not going to change my mind, Spike. My decision has been made. Without Novo and without any other allies, I see no other options. We have no one left to turn to, and it's all because of me."

Fancy Pants stepped forward, his eyes narrowed in frustration. "I can't believe you, Shining Armor! Your own life means so little to you?! I thought you were beyond such pettiness!" Then he glared at the prince and told him. "If you're really intent on throwing your life away like this... you're... you're gonna have to go through me! I refuse to just sit back and let you do this!" He proceeded to light up his horn.

With a sigh, Shining reluctantly did the same. It was hardly a contest, Fancy Pants never stood a chance. In a matter of seconds the fashion stallion was overpowered and defeated. Thunderlane and Big Macintosh helped him to his hooves as the shock knocked him down.

"Fancy Pants... why'd you make me have to do that?" The prince protested with tears in his eyes. "You know I hate striking at a friend," Then he threw up a hoof and declared. "All of you go, now! And no matter what happens, don't come back for me! This is goodbye!"

"What?! But Shining..." Thunderlane began with a gasp.

"...But nothing! I told you to leave!" Shining bellowed even as tears started to trickle down his face. "So leave, now! That's an order!"

Fancy Pants was the first one to speak up. "Fine, be that way!" And then he said to the others. "Come on, you heard him. No point in hanging around here. Let the prince do what he thinks is right. Personally, I think he's being selfish and short-sighted but I suppose it's not my place to judge."

One by one all of the stallions left, but Spike refused to do the same. "Shining, please," The little dragon pleaded. "Think about what you're doing. Think of everyone you'll hurt."

But by now Shining's tears were flowing without stop and loud sobs could be heard coming from him. "I've already hurt a lot of innocent creatures, including my friends. This is the only way I can ensure I'll never hurt anyone again." And he rushed off to another part of the beach to be alone with his thoughts.

Spike followed from a distance, unwilling to abandon the stallion who he considered an adopted uncle. Separated from Twilight, Shining Armor was the closest thing the little dragon had to family.

* * *

But when Spike drew close to a ledge on which the downtrodden prince sat, looking lonely and longingly at his own reflection in the water below, he saw a sight that almost stopped his heart!

Tempest, Grubber, and an entire army of Storm Guards were rapidly approaching. Their sights fixated on the vulnerable and isolated alicorn. He was about to shout a warning, when one of the Storm Guards grabbed him and threw a paw over his mouth to silence him.

Tempest, meanwhile, was surprised to find her target in such an emotionally vulnerable state of appearance. "What's this?" She curiously inquired. "I expected you to put up much more of a fight then this, prince."

"What difference does it make?" Shining replied, not even turning around to face the approaching broken horned unicorn. "I'm alone and unprotected. This is what you wanted, right? Go ahead and capture me, I'm yours."

"Don't do it, Tempest!" Grubber protested. "This has gotta be some sort of trap! He _wants_ you to think he's alone!"

Tempest only shook her head. "If he _really_ planned to ambush me his friends would've done something by now. It looks like the Prince of Friendship doesn't have any friends to left his name," She coldly taunted. "Okay, boys, bring down the cage!"

The prince held still as a giant metal cage was dropped from the airship and surrounded him, preventing him from moving, teleporting, or doing much of anything except shake the iron bars of his prison.

" _This was easier than I thought._ " Tempest thought with triumph, as she, Grubber, and the Storm Guards quickly rushed to get aboard the zeppelin and head back to Canterlot with the prince in tow.

Helpless, Spike could only watch as the zeppelin took off with Shining onboard, still stuck in his cage. This couldn't be how it all ended!


	14. Trouble in Ponyville

Even as events unfolded outside Equestria's boundaries troubles _within_ the nation were still existent. And that was a fact that the small band of refugees in Ponyville were about to learn the hard way.

The trouble began not long after Twilight wrote her letter to Shining Armor and the others informing them that everyone was safe. "Twilight, come on!" Flash Sentry barked out to the unicorn! "We have to go, now! Tempest's forces will be here any minute!"

"Are you sure we can't just lose them in the castle? It's so huge that even I still get lost in it sometimes." Starlight protested.

"With a group this big at our disposal, I'm not taking any chances!" Flash firmly shook his head. Then he turned his attention back to Twilight. "Come on, we're waiting on you!"

"I'm coming! I'm coming!" Twilight called and appeared in the main hallway but a moment later. "I was just sending a reply to Shining! Spike is with him, so at least now I can rest easy. Shining and the boys should be able to keep Spike out of danger. He may be getting older, but he's still my baby dragon. And if anything were to happen to him... well, I don't even wanna _think_ about it."

"You really have an attachment to him, don't you?" Starlight quipped with a teasing smirk.

Twilight blushed. "I can't help it, part of me has always been drawn to him since the day I hatched him."

"Now isn't the time for small talk, ladies!" Flash interrupted! "We need to book it to the Everfree Forest! If this Zecora you speak of is really as friendly as ponies say she is, she should be able to hide us until this whole mess blows over. Is everyone accounted for?"

Sunburst nodded. "Fleur and Cheerilee already fled with the Cutie Mark Crusaders, they'll be staying in Manehattan with the Apple family members who live there. It's just you, myself, Twilight, Starlight, Trixie, and of course little Furry Heart here." The baby alicorn gurgled as she played with her crystaller/foalsitter's mane. At least it helped to keep her distracted from those big scary meanies that had done something to her parents.

"Good, then let's go!" Flash shouted. "I'll scout the area from above to look for trouble. But I'll need some help when we reach the Everfree Forest, I ain't ever been there and I don't like flying blind."

* * *

The small group departed without further fanfare, making an immediate beeline for the entrance to the Everfree Forest and the promise of safety.

The Storm Guards weren't far behind, they had been given orders to capture any and all runaways by any means necessary. The only limit to their power was the order to keep all fugitives alive. That didn't extend to property though and they delighted in ransacking houses and destroying valuables as they attempted to track Flash's group's whereabouts.

All of a sudden one of them shouted! "Look, the runaways are making a break for it! Now's our chance!" And all turned their attention to the fleeing ponies that stood out amidst the chaos and carnage fast enveloping Ponyville.

"I can see the forest entrance!" Starlight panted. "We're going to make it! Freedom and safety are just around the bend!"

But mere seconds after Starlight had spoken that, disaster struck! Trixie had not all been prepared for running and her cape snagged on a rock. Before the magician had a chance to react and right herself, she stumbled to the ground! Luckily she wasn't hurt, but the delay in getting back up cost valuable seconds as the group was forced to halt.

"Trixie!" Starlight cried and teleported over to her friend's location (for the magician still couldn't teleport yet, despite the lessons she was getting from Starlight). "It's alright, I got you!"

Trixie shook her head. "Go on without Trixie, Starlight! It's too late for the Great and Powerful Trixie, but you can still make it to safety! No matter what, they won't extract any information out of Trixie! She will keep her great and powerful mouth shut!"

"Out of the question! We're not leaving you behind!" Starlight frantically panted as she felt her heart race a mile a minute. "I nearly lost you once before to the changelings, I won't let that happen again!" Her horn started to spark to life, but teleporting two ponies required a lot of stored up magic. All the while the Storm Guards drew only closer and closer.

Flash Sentry swooped down in front of the mares as the Storm Guards closed in on them, immediately he reared his hooves and delivered a flying kick to two of them! The guards recoiled as they were knocked backward! "Both of you go, get out of here!" He commanded! "Don't look back! Just make it to Zecora's and stay together!"

"But Flash, they'll capture you for sure!" Starlight protested.

"That's a risk I'll have to take!" Flash grit his teeth. "It's all part of being a royal guard. But I'll be fine, I promise. I'll join you as soon as I can. Now hurry up and go, I can't stall them for long!"

Twilight and Sunburst teleported over to Starlight and Trixie's location. "We can take 'em, Flash!" Twilight insisted. "Between Starlight and I, and your flying skills, we have all the power we need!"

"We couldn't even repel the ones from Canterlot, what makes you think we'll fare any better on home field?!" The pegasus protested with a shake of his head. He knocked two advancing Storm Guards away as he pleaded. "Forget about me and save yourselves! Captain Armor entrusted me with your well being, and I don't intend to disappoint him!"

"But Flash-" Sunburst pleaded.

"Go! Now!" The young lieutenant bellowed at the top of his lungs.

Flurry Heart began to quiver, Flash's loud yelling had upset her greatly. Sunburst being the experienced foalsitter he was knew what was going to happen as a result. "We need to go! Flurry Heart's getting fussy!" He said to the others. "I don't know if I can hold her back much longer, and I'm not about to explain to Shining Armor how I let his only daughter get foalnapped again!"

"We'll come back for you, Flash! I promise!" Starlight insisted even though she knew the odds of that happening were low. That was the last thing anyone said before she and the rest of the remaining group teleported away.

The pegasus stallion grit his teeth and dug in his hooves as the Storm Guards approached. " _I'm in it now!_ " He thought to himself. But running away was not an option, it wasn't even in his vocabulary! Not only was he a royal guard (and a high ranking member to boot) but the safety of others relied on him being able to hold his own. No matter the odds he knew he'd have to fight to the very end. " _Now I know how my distant Uncle Flash Magnus must've felt when he was facing down those dragons with Commander Ironhead._ " He thought as he recalled the legend passed down in his family line from generation to generation.


	15. Open Up Your Eyes

Shining said nothing as the cage was slowly winched up into the belly of the airship and brought aboard. The interior was illuminated by a red mist of some kind that gave the entire surrounding area an ominous glow to it.

Tempest soon entered the room, and she naturally couldn't resist taunting her prisoner. "Oh, what's the matter, prince? Got no 'friends' left to count on?"

Shining still said nothing.

Tempest seethed with fury and rapped a hoof against the cage bars. "Hey, I'm talking to you! Wake up!"

Shining nearly jumped in surprise! For a brief moment he forgot where he was, but then he remembered and his heart sank again.

Tempest went right back to taunting. "Isn't this ironic? The prince of friendship has been left behind and abandoned by his so called 'friends'. I guess friendship failed you."

The prince shook his head and in a low, hurt voice he replied. "Friendship didn't fail me, I failed friendship."

The broken horned unicorn barley resisted the urge to laugh. "Well there's a first time for everything, prince. But now do you see?" She asked him. "In the end the only one you can ever _truly_ depend on is yourself. Oh sure, maybe every now and then others will come along and offer their assistance, but only because they want something out of it."

"How?" The alicorn questioned.

Tempest spun around. "How what? Speak up, prince, I can't hear you!"

"How can you be so cruel and cold hearted? How can you treat others like this?" Shining commented in a puzzled state of appearance. "And how can you just betray Equestria like this? You're a pony for Celestia's sake, just like me! Equestria is your homeland! Would you really be so cruel as to become a traitor to your home country?!"

Tempest spun around and glared right back at the prince, the bulge on her forehead sparking ominously as she narrowed her eyes and grit her teeth. "I'm NOTHING like you, prince!" She declared. "We may be ponies, but that's where our similarities end. Perhaps you still don't quite know who you're dealing with. Well, allow me to show you." And with that, she began to sing:

 _It's time that you learned a lesson._

 _It's time that you understand._

 _Don't ever count on anyone else._

 _In this or any_ _ **other**_ _land._

 _I once hoped for friendship._

 _And to find a place among my kind._

 _But such was mere naive thinking..._

 _When I learned that friendship was just a_ _ **lie**_ _!_

 _Open up your eyes!_

 _See the world from where I stand!_

 _Me among the mighty!_

 _ **You**_ _caged at my command!_

 _Open up your eyes!_

 _Give up your sweet 'fantasy land'._

 _It's time to grow up, and get wise._

 _So come now little one..._

 _Open up your eyes!_

As Tempest sang Shining could only watch her shadow appeared to split in two and dance along the walls of the zeppelin, though whether that was actually happening or just his imagination he couldn't tell.

Tempest, meanwhile, looked the prince square in the eyes. "I know what you're thinking," She told him. "You're probably thinking 'What made you what you are, Tempest? Just how did you end up working for a guy like the Storm King? And how in the world did you get that scar?' Well, if you _really_ want to know, I'll tell you." With that she pressed her horn up to his forehead. There came a blinding flash.

When it had faded, Shining couldn't believe the scene he was watching. A projection of a much younger Tempest with her horn fully intact could be seen, alongside two other unicorn fillies about the same age but with bright blue and yellow coats respectively. The trio were laughing, as they tossed a bright yellow ball back and forth between themselves with their horns.

All the while Tempest was coldly singing:

 _We all start out the same._

 _With simple, unwavering trust._

 _Always_ _ **shielded**_ _from the many ways,_

 _That life isn't fair, or just._

The scene changed as the ball escaped Tempest's magical grasp and bounced into a cave. All three fillies stopped outside the entrance and the other two motioned to Tempest to go inside and retrieve it.

Despite clear signs of worry, the filly did so, only to come face to face with a vicious Ursa Minor! Rather than run or try to teleport, Tempest stood her ground and lit up her horn. But with one swipe from the Ursa Minor's paw her horn was knocked clean off! All the while Shining could only watch, helpless to stop the events from unfolding!

As for Tempest, the adult version of her simply sang:

 _But then there comes a moment._

 _A simple truth that you_ _ **must**_ _face._

 _And if you depend on others,_

 _You'll_ _ **never**_ _find your place!_

The scene changed once again, this time to a young Tempest whose horn had been hastily bandaged back together. The scar still remained on her face where the Ursa Minor had struck her though. She sat lonely and longingly on the front step of her house, as her friends came by with the ball. Despite her injuries, Tempest tried to light up her horn and grab the ball. That was a mistake, without warning a huge ball of violet magic enveloped the filly! A moment later the ground shook, and when the smoke had cleared there stood Tempest, her horn reduced to a smoldering pile of ash leaving only a small stub.

With tears in her eyes the little filly immediately turned around and ran off, not once did she look back. Soon she had left her village behind and was out in the open world. It seemed like she had no destination in mind, all that mattered to her was being as far away from her home as possible.

The adult Tempest only sang as the vision ended:

 _Then as you take that first step,_

 _Down a path that's all your own._

 _You see it all so clearly._

 _That the best way to survive is all alone._

Both were brought back to reality as Tempest continued to sing:

 _Open up your eyes!_

 _See the world from where_ _ **I**_ _stand!_

 _ **Me**_ _among the mighty!_

 _And you caged at_ _ **my**_ _command!_

 _Yes, open up your eyes!_

 _And behold, the faded light!_

Shining barely had time to react before his cage was lifted up through an opening, and his eyes beheld a sight that made his heart sink. Not only was Canterlot firmly in the grip of enemy forces, but Ponyville looked like a smoldering ruin as thick clouds of smoke hung overhead.

He was brought back down a moment later as Tempest sang:

 _It's time to grow up,_

 _And get wise._

 _So come now, little one._

 _Open up your eyes!_

 _Open up your eyes!_

* * *

"So do you see now, prince?" Tempest coldly inquired. "Friends will inevitably abandon you in the end. When I lost my horn my friends didn't care, they just wanted to play ball again."

"But what about your parents? Surely they cared about you." Shining protested.

Tempest only shook her head. "My parents didn't care either, they had no clue what to do with me and regarded me as a freak! It's a cold, cruel world that took my horn away!"

"But don't you see," The prince desperately pleaded to Tempest. "Being cruel yourself won't change that. Please, you're making a mistake. It's not too late to redeem yourself though, let me go and maybe there's still a way for us to defeat the Storm King and restore everything to the way it should be. If you ask nicely, maybe I could even convince Princess Celestia to restore your horn in exchange for a lesser sentence. It beats hanging from the rafters while you're branded a traitor, doesn't it?"

But Tempest merely said in reply. "You won't change my mind, prince. I already committed myself to the Storm King's cause and I have no intention of disobeying him. He was the only one who saw something in me after I lost my horn, so like it or not I _have_ to serve him."

"And you don't think for one second that the Storm King is using you?" Shining questioned. "All this talk about not trusting anyone else, and you're pledging yourself to a higher power."

"The Storm King is but a means to an end," The broken horned unicorn declared. "Even if I wanted to, there's no way the two of us could even _hope_ to stop him. I take no pleasure in turning Equestria over to him, but I see no other options. I'm simply making the most of what life has given me."

" _Come on, Shining, there's gotta be a way to get through to her!_ " The alicorn thought to himself, determined to escape his prison. Then, suddenly, an idea came to him. "What about Grubber?"

Tempest spun around. "What about him?"

"You keep him around wherever you go, surely that has to count for something," Shining insisted. "The two of you must be close."

Tempest merely snarled. "Grubber is a nuisance, I only keep him around because of the Storm King's orders."

"He doesn't see it like that. It seems to me like Grubber considers you a friend." Shining declared.

"Friends? Pah, as if!" Tempest coldly retorted. "We're not even of the same species, how could we ever be friends?! Your mind tricks won't work on me, prince! I don't have time for friendship!"

"That's what I thought too, but I was wrong!" Shining firmly protested to Tempest. "And so was my sister! Friendship isn't something you can just turn your back on, it's not something you can just live without!" Then he added. "And it doesn't matter if you and Grubber are from different species, friendship between different creatures _is_ possible," He drew on his own experiences. "Years before Twilight made him her adopted son, Spike was in many ways her friend. The first friend she ever had, and the same holds true for me. I saw how happy Spike made her, and without even realizing it that little dragon found his way into our hearts. Now I can't imagine a life without him. The same could be true for you and Grubber if you just give it a chance. He doesn't seem to want to give up on yourself, he seems to think there's still good inside you."

But Tempest would hear no more, she just growled at the top of her lungs! "Shut up! I won't fall for your lies about friendship! Not everyone is as lucky in life as you are, prince!" And with that she turned and trotted out of the room, leaving Shining alone with his thoughts.


	16. Allies?

The remaining stallions sat on the beach, just moping around with no real plan as to what to do next. They still couldn't believe that after all that they'd been through, their journey had turned into a dead end.

Then all of a sudden, Spike running up to the group! He panted, clearly out of breath. "Shining's been captured!" He cried with disdain.

"Oh, you mean he decided to surrender himself to the likes of Tempest? Why am I _not_ surprised." Fancy Pants coldly retorted, still very much bitter from the argument he'd had earlier with his friend.

"Please, I know you're upset about the pearl stealing thing, but Shining doesn't deserve this kind of treatment from you guys!" Spike pleaded. "If you don't help him, you're as bad as he is."

Braeburn simply replied. "But he betrayed our trust and used us for his own goals. How can we ever consider him a friend again after all he's done?"

Spike only shook his head and continued to plead. "Shining's never turned his back on you guys because of an argument or misunderstanding, has he?" All the stallions replied with a "No". "So why should you be any different?" The dragon went on to say. "Think of this as your chance to prove him wrong, prove that your friendship _means_ something. If you don't help him now, then you'll never be able to forgive yourselves if something bad happens to him because of it."

"Let's say you're right, Spike, and Shining still has a need for us," Soarin glumly replied to the dragon. "What are we supposed to do? Queen Novo was our only option, and now we've been banned from her kingdom, probably for life. Face it, we have no army, no plan, and no hope."

But just then the silence was broken as a familiar crafty voice called out. "Well I don't know about that. I've seen you ponies get out of far tougher scrapes than this." And then who should appear before the group but Capper himself, looking none the worse for wear since last they'd seen him.

Fancy Pants was hardly pleased to see the cat, he narrowed his eyes at him. "Well look what the cat dragged in, himself." He coldly declared.

Capper winced only slightly at the accusation. "I know you're still mad at me for the whole slavery thing, I realize now that it was wrong of me to treat you guys like property to be sold."

"It's a bit late for that, Capper!" Fancy Pants hissed.

"Would you just listen?" Capper advised as he threw up a paw. "I'm here to help. If not for you ponies I wouldn't be standing here, talking to you. So now it's _my_ turn to owe all of _you_ a favor. Together, we'll rescue your pal and defeat the Storm King and any other baddies that get in our way."

"Hey, don't forget about us, Capper!" Captain Celeano declared as she and her crew swooped down and landed next to him. "You're gonna need _our_ help if you wanna be the hero."

Soarin (as well as the rest of the group, minus Capper who knew) was incredibly shocked to see the pirates again. "Where were you guys?! I thought for sure Tempest had gotten to you."

"Had to lay low for a while and tie up some loose ends with Capper," Gus explained. "But we're ready to help you now. After all, you got our argh back. And for that we are mighty grateful."

"We're onboard with you guys all the way," Jack added. "We even managed to put together a small ship out of what was left of the old one."

"Yeah, sorry about the mess. We certainly didn't mean to get your ship blown out of the sky like that." Thunderlane apologized.

Celeano just shook her head. "It's alright, that vessel was getting up there in miles to begin with. We were thinking of trading it in soon. As for our new ship, she ain't exactly winning any beauty contests, but she sure came in handy when we were helping Capper depose Verto."

Capper laughed and rubbed his paws together. "I don't think he'll be causing me or anyone else in Klugetown anymore trouble."

* * *

Just then there came a steadily growing glow from just beneath the surface of the water. Everyone turned to watch, and from the water who should emerge but Princess Skystar herself? But she looked considerably different, her fins and tail had been replaced by talons and she now had wings and a beak. She perched on a rock and declared. "I wanna help too! If Mom finds out she'll so ground me, but I don't care! Just because she doesn't want to fight back doesn't mean I can't! I'm tired of hiding underwater, I think it's time to take the fight to the Storm King and make him rue the day he ever missed with the Hippogriffs.

"So _this_ is what you looked like long ago," Braeburn observed. "I'm startin' to get the feelin' there are a _ton_ of creatures out there that do exist, despite ponies sayin' they're just urban legends."

Princess Skystar just beamed. "Maybe after this is all over, the Hippogriffs won't have to hide and we can go back to Mount Aris. Though I have to admit being a seapony isn't all bad."

Spike, meanwhile, looked out at the assembled group. "And that's it?" He seemed to question. "We didn't make _any_ other allies at any point along the way?"

"Hey, we've got a cat, a hippogriff who's also a seapony, and an entire crew of pirates. I'd say we're doin' a lot better than we should considerin' our situation," Big Mac commented to Spike. "What, were you expectin' a cavalry or somethin'?"

"Now's not the time for arguments, guys!" Thunderlane protested. "After all the times Shining Armor has come through for us, it's our turn to return the favor! So instead of pointing hooves or other extremities, let's discuss what we're going to do and how we're going to do it."

The group members all huddled together on the beach and began to brainstorm. Spike, meanwhile, was just thinking to himself. " _Hang in there, Shining Armor. We_ _ **will**_ _find a way to rescue you! The good guys always win in the end!_ "


	17. Stormy Road in Canterlot

With Shining Armor in tow Tempest and the rest of the forces under her control made their way back to Canterlot to await the arrival of the Storm King. Tempest hoped that with all four alicorns subdued and captured, the Storm King would reward her as promised. She didn't want to even _think_ about what might happen if he decided she wasn't loyal or efficient enough, as often seemed to be the case.

As for Shining, the prince could hardly believe what he was seeing. The entire city of Canterlot was firmly in the control of the Storm King's forces, and various Storm Guards ferried captive ponies that were either locked up in cages or shackled and chained.

One of the cages held an imprisoned Songbird Serenade whose face hung low, and she could be heard singing to herself. Though all Shining was able to overhear was: "I'm telling you, you cannot escape."

"Hey, no singing, inmate!" A Storm Guard growled and rattled the cage.

"But sing is what I must do," Songbird Serenade protested. "It's the only thing keeping me calm in this troubling situation."

"Whatever, just keep it to yourself! Or else I'll see to it that you're shut up for good!" The Storm Guard threatened and then he left.

But Songbird Serenade wasn't the only familiar face in a cage that greeted Shining on his way to the palace. Flash Sentry also happened to be caged up and imprisoned, and he looked considerably worse for wear. "Flash?!" Shining exclaimed.

Flash barely had the courage to look his superior in the eyes. "I'm sorry, Captain," He apologized in a low, hurt tone of voice. "We were making a break for the Everfree Forest, but those Storm Guards closed in sooner than expected. I thought I could take 'em, but they overwhelmed me with sheer force."

"And what about my sister, and my daughter, and my student, and the others?" Shining questioned the pegasus.

"I assume they were able to make it to safety," Flash reported. "The Storm Guards tried to torture me for information, but I refused to give any," Then he let out a sigh. "Some lieutenant I turned out to be. I'll understand if you want to dismiss me when this is all over. I failed you, Captain."

But the prince simply replied to the troubled lieutenant. "It's not your fault, Flash. You did what any royal guard in your situation would've been expected to do, put others before yourself. What matters is that everypony else is safe. I knew I made the right choice entrusting them to _your_ care."

Flash felt slightly better, even as he looked up at his captain and asked him. "What's going to happen to you, Captain?"

"I don't know," The prince confessed. "But no matter what may happen, stay strong. Somehow, someway, all will be made right in the end." But deep down the alicorn wasn't so sure of the words he'd just spoken. He really didn't see how he was going to get out of a situation like this. He had no real powers, no plan, and worst of all no friends.

* * *

Soon Shining was escorted into the castle, still locked in his cage and unable to move. His heart sank when he saw the throne room, and all three of the crystallized and immobilized princesses positioned all around it. " _I'm sorry, princess. Especially you, Cadence,_ " He thought to himself. " _I failed you._ "

Tempest, meanwhile, was all but beside herself with joy. "Finally, the day I've waited for for so long is upon me!" She proudly declared. "Even I can't mess this up."

"Tempest, please, I'm begging you!" Shining desperately pleaded. "It's not too late to change. Let me out of here, fess up to what you've done, and come back to the light. I can help you if you just let me!"

But Tempest spun around and coldly snapped. "No, it's far too late for that, prince! You just wanna help yourself!"

"But Tempest, what if he's telling the truth?" Grubber pleaded. "What if there's a way for us to finally be rid of the Storm King and live our lives in peace?"

"Listen to Grubber, listen to your conscience!" Shining added. "Stop this, now, before ponies get hurt! Deep down you have to know that this is wrong! I know you're upset about losing your horn, but is this _really_ the price you wanna pay to get it back?!"

Tempest only stomped a hoof down in protest. "Silence, both of you!" She hissed, and then looking Shining square in the eyes she told him. "You're not changing my mind, prince. I told you already, I'm doing this because I don't have a choice. You don't know what happens to those who dare to defy the Storm King, he doesn't tolerate treason the way you think he does," Then with a grin she added. "But even he is just a means to an end, even he doesn't know what I _really_ want. Once my horn is restored, he and all of Equestria will see just what I can really do."

"Fascinating. So what _can_ you really do, Tempest?" A familiar playful voice called out. Tempest gulped and spun around, and Shining managed to get a good look at who it was that had so frightened the broken horned unicorn. It was a large, bi-pedal yeti like creature with blue and white fur, and brilliant opal eyes. It matched the posters and banners that had been displayed on the zeppelin, which meant the figure had to be the Storm King.

"Oh, don't mind me, Tempest," The Storm King encouraged. "By all means do go on. I want to know just what _can_ you really do when you get your horn back?"

Grubber immediately spoke up. "Uh... I think I'm just gonna... go... check on the... uh... victory party. Y-yeah... that's it." And he quickly fled the throne room, leaving Tempest and Shining Armor alone with the Storm King.

With a gulp, Tempest looked up at her superior and defensively she answered him. "W-why serve you faithfully like I promised."

The Storm King eyed Tempest with suspicion. "Oh really?" He appeared to ponder. "You sure you weren't thinking of secretly betraying me or something, Tempest? Because if so that would be bad, for you that is."

"My lord, I live only to serve you and no one else," Tempest pleaded with a bow. "I have brought you the four alicorns as you have requested. Surely that is a sign of my loyalty and devotion to you, is it not?"

"I suppose it is," The Storm King agreed with a grin. "Though there is one small problem," He pointed a paw at Shining Armor. "The prince is still able to move."

"I assure you, he's of no threat to you, your all mighty badness," Tempest insisted as a cold sweat worked its way down her brows. "There was no need to crystallize him when he'd already given up the fight," And she quickly changed the subject. "I did everything you asked of me, now please fulfill your end of the bargain and restore my horn like you promised."

The Storm King seemed to pause, as if he'd forgotten about the deal. "Huh?" Then it seemed to suddenly come flooding back to him in an instant. "Oh y-yeah, of course. All in due time," He assured the broken horned unicorn as he patted her on the forehead. "But first there needs to be a change of scenery for my new headquarters."

"Whatever do you mean, sir?" The broken horned unicorn asked.

"Well it's not bad for ponies I suppose," The Storm King began as he took in the view of the throne room. "But it's just a little too, oh, I don't know... CUTE! Hardly befitting of my image as the big bad Storm King! So come on and make with the punchline already, Tempest, because this has gotta be a joke!"

Tempest hastily backed up, suddenly terrified. "I-it's no joke, I assure you. I wasn't even aware you would want this pony castle to be your new headquarters." She defensively answered, trying not to show how afraid she really was.

The Storm King responded to this revelation with a shake of his head. "Oh Tempest, I'm so disappointed in you. What better centerpiece for a king's empire than a castle? When was the last time you ever heard of a king who didn't live in one?" Then he sighed. "Guess that's what I get for entrusting such details to ponies. But no biggy, I can fix this. Seems like I always have to tie up loose ends somewhere. Time to get this storm a brewing!" He paused briefly at his statement. "Huh, that's a good phrase, actually. I should probably copyright that, get ten storm bucks every time someone says it." Then he planted his staff in the center of the throne room.

All of a sudden, the magic from all four of the alicorns (including Shining Armor) began to flow out towards the staff as if it were absorbing the incredible power. When it was finished the Storm King held it aloft, marveling at the bright glow that it gave off. "Excellent," He smiled, running a paw over the staff's smooth surface. "Now let's see what this baby can really do," And he gave a whistle. "Tempest, bring the prince here. I could use a punching bag."

* * *

Poor Shining barley had any time to react before he was hit square in the chest with a powerful magic blast and knocked through the throne room wall and out onto the balcony overlooking Canterlot.

"Wow, that looked like it really hurt!" The Storm King laughed. "Good, I hope it did!"

"You're insane!" Shining hissed while wincing in pain.

The Storm King only laughed and flashed a toothy smile. "Flattery won't save you, prince. I now have absolute and total control, even the sun and the moon bow to my will! And soon not just Equestria, but the whole world will know my name and grovel at my feet!"


	18. Operation RESCUE

Just outside the gates of Canterlot, Capper and the ponies were finalizing their rescue plan for Shining Armor. The stallions were all hooked up to a giant cake, and Capper was posing as a chef. Inside the cake, Spike, Princess Skystar, and the pirates remained silent as they had been instructed to do.

"Alright, y'all ready to do this thing?" Capper questioned the ponies. "We're straight on what to do, right?"

"Is there _really_ no better way to go about this?" Fancy Pants grumbled. "I don't like having to pose as a slave."

"I'm worried about whether this is actually gonna work," Big Mac commented with a gulp. "Ya sure they won't see through our ruse, Capper?"

Capper grinned. "Never knew a baddy yet who turned down free cake. Just act your part and all be will. Remember, don't make a move until I give you the signal. Now let's go."

The stallions reluctantly trotted forward with Capper leading the way, a piece of paper held firmly in his paws. Soon the group reached the gates of Canterlot, and sure enough two Storm Guards blocked their way.

"Halt!" One of the Storm Guards shouted. "What's the meaning of this, Capper? You've got some nerve showing up here after deposing Verto back in Klugetown. The Storm King doesn't take lightly to back stabbers like you."

Capper simply replied by saying. "Well you tell the Storm King I send my sincerest apologies, but I was tired of Verto always breathing down my neck. A cat's gotta be able to fend for himself sometimes you know," Then he cleared his throat and changed the subject. "But if it's any consolation, I thought I'd take over the delivery of the cake for his victory celebration."

"Funny, I don't remember there being anything about cake," The other Storm Guard remarked as he gazed at the ponies. "What are you planning, Capper?! Is this another trick?!"

Capper waved his paws. "Oh it's no trick, I assure you. The Storm King's gonna be awfully upset if his cake doesn't arrive soon. And I'll be sure to tell him just who it was that held me up," A fiendish grin crossed the cat's face. "You'll be lucky if he decides to just skin you alive. I hear the last guard who got on his bad side couldn't wake straight for a whole month. His badness sure is scary when he gets mad."

A cold sweat seemed to work its way down the bodies of the two Storm Guards. A moment later they raised their spears and allowed the cake to pass through.

Once they were safely out of earshot of the guards, the group breathed a sigh of relief. "Okay, we got past them," Spike whispered from inside the cake. "Now what?"

"We head for the palace of course," Capper declared. "After all, where better for an evil genius like the Storm King to keep his prisoners than a castle? Now pipe down or you'll blow our cover."

The group continued along without a word, trying their best not to take notice of the many Storm Guards that were posted all around Canterlot, or the countless prisoners that they were guarding.

* * *

Having left the palace, Grubber was moping around and feeling sorry for himself. "Can't believe Tempest is actually going through with all this. I'd hoped the chase after the prince would get her to realize there's better things in life than worrying about a broken horn," He complained. "But now she's gonna get all the credit, all the cudos, all the 'job well done''s. And I'm gonna go back to being the punching bag. Guess that's what I get for not reading the fine print of the contract."

While he was wandering about in his unhappy state, the little hedgehog happened to spot a gigantic cake being carted past by the same ponies Tempest had been chasing the past few days. And Capper was the one escorting them along. Now Grubber was by no means the brightest bulb of the bunch but even he found it odd that so many enemies of the Storm King were strolling past with no signs of resistance. Even if they were delivering a cake, something didn't seem quite right to the hedgehog. Plus, he was getting kind of hungry. "Well, I suppose a little taste test won't hurt," He told himself as he approached the cake. "I mean after all, someone's gotta make sure it's not poisoned. Better a guy like me than the big man himself."

Capper took notice of the approaching Grubber, but he didn't say anything. He was too afraid of what might happen if he tried to shoo away one of the Storm King's top underlings. In his mind, however, he was pleading. " _Please go away, Grubber! You're gonna ruin everything!_ "

Grubber not so subtlely climbed up onto the cart and ran a paw along the surface of the cake, taking a few bites of the frosting. "Mmm, not bad. My compliments to the chef," He declared. "Maybe a few quick nibbles won't hurt anything." And he proceeded to dig into the cake with his claws.

All of a sudden, the hedgehog saw something through a hole that he'd made in the cake. It looked like an eye and it appeared to be watching him. "Hey, wait a minute here," Grubber began and started to claw at the hole until it expanded. The eye was attached to an entire parrot, and not just parrot either. It was Captain Celeano, still dressed in her pirate attire. "Guards! Guards!" Grubber barked out and that was all he was able to get out before he was quickly snatched up!

"Would you keep your voice down?!" Gus bellowed. "This is just a figment of your imagination! There's nothing to see here!" But Grubber kept squirming about, trying desperately to scream out a warning.

As bad luck would have it, Grubber's beginnings of a warning had attracted the attention of the Storm Guards. They quickly surrounded the cake and pointed their spears at Capper and the ponies. "Look's like the jig's up," Capper declared and gave a whistle. "Okay guys, time for Plan B. Let 'em have it!"

"Surprise, suckers!" Captain Celeano and her crew shouted as they emerged from the cake with their swords drawn! Spike and Princess Skystar emerged as well, leaving a dazed Grubber at the base of the now destroyed cake.

The ponies, meanwhile, broke free of their harnesses and joined the fray. Making use of their hooves, wings, horns, and whatever other means at their disposable, they drove the Storm Guards back and even knocked a few to the ground in the process.

Thunderlane even found an unusual approach to remove one of the guards from the fight. "Oh my, you seem awfully tense," He commented to the guard. "Maybe you wanna talk about it and rethink some life choices? We don't have to be enemies."

A short time later said guard had been reduced to tears, and Thunderlane was comforting him. "There there, it's okay. If you promise to stay out of the fight, I'll convince the others not to harm you. And next time, don't pledge yourself to the first guy who comes along and says he can give you what he wants."

"Thunderlane, you coming?" Soarin called.

Thunderlane nodded. "Just a sec," Then he turned to the Storm Guard and said to him. "Well, looks like our time here is done. But come see me again after this is over, okay?"

Meanwhile, Captain Celeano barked out to the ponies. "We'll hold the line here, we can take these guys! The rest of you get to the palace and stop the Storm King!"

"No, we're not leaving you behind again!" Soarin protested.

"We'll be fine, we've been in far worse scrapes than this!" Jack laughed. "These land lubbers are no match for us." And he proved his point by tossing a life preserver over one of the Storm Guards and knocking him down. The life preserver squeezed the Storm Guard so hard that it prevented him from doing anything but flailing about helplessly.

The ponies, Spike, Capper, and Princess Skystar reluctantly left the pirates and began their climb up the steps leading to Canterlot Castle. But they hadn't gotten far when more Storm Guards soon began to approach them, this time from behind.

It was Princess Skystar who took the lead this time. "Keep going, I'll hold 'em off!" She instructed and whipped out two shells, one was pink and the other was blue. "Shelly, Shelldon, attack!" She chucked the shells at the approaching Storm Guards, knocking them over and causing them to tumble down the stairs.

But even as the small remains of the rescue group reached the castle courtyard and prepared to storm the palace proper, more Storm Guards began to approach them.

"Where do these guys keep coming from?! It's like someone kicked over an ant's nest or something!" Soarin commented.

"Well we can't let them stop us!" Braeburn firmly declared. "Shinin' needs our help! We'll just have to force our way through!"

But Capper had a better idea as he looked down at Spike. "Say, you're a fire breathing dragon, right?" He asked.

Spike nodded. "Yeah but I don't see how that's going to..."

Before Spike could finish, Capper grabbed him, shook him up, and brandished him like a make-shift flamethrower. The Storm Guards quickly learned the hard way that their armor was many things but flame proof wasn't one of them. One unlucky Storm Guard received a blow square to the chest and fire enveloped him, the pain was too intense for him to get back up.

* * *

While the Storm King was busy fooling around with his staff, Shining Armor and Tempest happened to take notice of the scene unfolding while they were up on the balcony.

Tempest could hardly believe her eyes. "What?! But... how?!" She exclaimed, her strong opal eyes struggling to process what was going on.

Shining, meanwhile, found himself filled with a new sense of hope and determination. "My friends... they came back for me even after all that," He realized, and then he turned to Tempest with a grin on his face. "Do you see now, Tempest?" He asked her. "It's the magic of..."

But the Storm King interrupted. "-Yeah yeah yeah, friendship, and magic, and flowers. Blequh! I'm so done with the whole 'cute ponies' shtick!" And it was then that he too saw what was going on down below. Needless to say he was not pleased in the slightest. He growled at Tempest (who he had clutched in his right arm) and demanded. "What is the meaning of this, Tempest?! I thought things were under control!"

"B-but... b-but... they were, I swear!" Tempest stuttered. "I have no idea how this could've happened!"

The Storm King only sighed and shook his head, tossing both Tempest and Shining aside. "I should've known you'd find a way to louse this all up, Tempest. But I guess that's what I get for trusting a pony to take care of things. It's true what they say: 'If you want something evil done right, do it yourself.'," Then he turned to the ponies on the balcony with him and grinned. "Watch closely, you're about to find out why they call me the _Storm_ King!" Raising his staff towards the sky, he cried out. "Give me the power to destroy my enemies and bring this land to its knees! Grant me the means by which I may wipe the slate clean and leave my mark!"

Storm clouds began to gather as the Storm King spoke, lightning crackled and thunder clapped. And then a massive funnel cloud began to reach down from the sky. In a matter of mere seconds a massive tornado had formed. The Storm King laughed. "Yes! At last, this ends!"


	19. Core of the Storm

As the tornado swept across the landscape, unsuspecting Storm Guards found themselves suddenly swept up in the vortex. The stallions, Spike, and Capper just barely managed to duck for safety in a nearby ally. Over the roar of the massive funnel it was hard to hear anything.

The Storm King was having too much to really take notice or even care about who or what ended up in the tornado's path. As he watched some of his underlings be swept up and spun helplessly around he only commented. "Oh well, I was probably gonna fire all those guys soon anyway. And at least this way I don't have to pay their severance packages. Wherever this whirlwind takes 'em, it's probably better than any place I'd send them to."

Meanwhile, Shining looked across to Tempest and shot her a look that seemed to ask. "Still think it was a good idea to pledge your loyalty to _him_?"

For the first time since she couldn't remember, Tempest found herself filled with doubt. Surely the Storm King was just playing around, right? Well there was only one way to make sure. She came rushing up to him and pleaded with him. "Yes, my master, you've made your point. You're big and bad and powerful. I kept my end of the bargain, now it's your turn. Restore my horn, and I'll serve you faithfully."

The Storm King paused, turning his attention to the broken horned unicorn that stood before him. "Ah yes," He commented after a pause. "I believe it _is_ time for you to get what you deserve."

Tempest bowed her head in anticipation, expecting at any moment to have her horn fully restored to normal. But instead she received a nasty shock from the staff and was knocked back. "What? But... why?" She groaned, forcing herself to stand.

"You fool!" The Storm King bellowed. "Get with the program, Tempest. What part of 'I used you' don't you understand yet?! You really think _I_ could do what even those doctors could not? Hello, the name's 'Storm King' not 'Miracle Worker'!" He let out a hearty laugh before he continued in a serious tone of voice. "Besides, even if I _could_ restore your horn why would I want to? What do you think the first thing you'd do with it is? I wasn't born yesterday you know, the second I turned my back you'd blast me and take all the power for yourself. Nice try, but I won't go down _that_ easily!"

Tempest groaned and growled, her confusion replaced by anger and a sense of betrayal that stung at her heart. "I trusted you!" She bellowed at the top of her lungs as tears worked their way down her face!

"Your first mistake," The Storm King taunted as he brandished his staff and pointed it towards Tempest. "Perhaps your greatest, but certainly not your last."

Thinking quickly, Tempest fired off a blast from the stub on her head that collided with a blast from the Storm King's staff, knocking both combatants back. The Storm King growled, clutching his chest as he recovered from the impact. "Ever since I first laid eyes on you I _knew_ you would betray me someday, Tempest!" He remarked. "But you're a fool if you think you're anywhere close to a match for me!"

"Y...you're a monster!" Tempest cried.

The Storm King just laughed. "Funny, that's exactly the same thing my psychiatrist told me before I blasted him to smithereens. But you know, all his expensive sessions and they never made me feel anywhere near as good as this. Like I told the prince, flattery won't save you." He then fired off another blast from his staff, and Tempest countered with a blast of her. The knock back was strong enough to fling Tempest towards the balcony, and the raging whirlwind that began to pull at her!

Shining immediately rushed towards Tempest, ignoring the possible opening he might have because of her. He wrapped his hooves around her and pulled her close. Tempest was, needless to say, surprised. "Why are you doing this?! Forget about me, stop the Storm King and end this madness!" She pleaded.

But Shining would hear none of that! "Even you don't deserve this!" With all his strength he was able to haul Tempest to safety.

Tempest found herself at a loss for words, it took a moment for her to even begin to think of what to say. "You _really_ didn't have to do that. We're not friends."

"But we share a common adversary," Shining explained. "And as they say 'The enemy of my enemy is my friend'."

A loud clapping sound brought both ponies back to reality. "Oh isn't that just cute?" The Storm King taunted and stuck out his tongue as he pretended to gag. "So sickeningly sweet. Well those who fight together are destroyed together! Who wants to be first?!"

"Do your worst, Storm King! I'm not scared of you!" Shining growled as he grit his teeth.

The Storm King only laughed. "Oh don't worry, you will be in a minute. I'll enjoy crushing you and making an example out of you! And whatever's left of you, I'll use to decorate my new throne room!"

"Fat chance, fat head!" The prince bellowed in determination.

"Famous last words!" The Storm King laughed as he brandished his staff.

* * *

Meanwhile, the rescue group huddled for shelter in an alleyway. Even Princess Skystar and Captain Celeano and her crew joined them. "We've got to get to Shining!" Spike declared.

"Are you nuts, little dragon?!" Capper hollered over the roar of the winds! "There's no way we'll make it in this kind of weather!"

"Capper's right! This tornado ain't like anything we pegasi can conjure up!" Soarin firmly added. "We'd need something super fast to even _hope_ to penetrate the funnel and make it to the other side."

Just then a familiar voice called out. "I'll help you, but you have to let me go!" All spun around in time to see the familiar figure as Grubber, as he dug his claws into the side of a building to try and keep from being blown away.

"And why in the world would we trust you?" Fancy Pants glared at the little hedgehog. "You've been at Tempest's side the whole time, egging her on and delighting in the thrill of the hunt. You're just another minion of the Storm King as far as I'm concerned. Give us one good reason why we shouldn't just let this storm take you?"

"You don't understand!" Grubber pleaded. "I was merely following orders, and so was Tempest! I was never encouraging her, I tried on multiple occasions to talk her out of it but she wouldn't listen. I hated working for the Storm King, nothing was ever good enough for him. He only ever cared about himself."

"Well that's all nice and good, but that still doesn't convince us," Big Macintosh remarked. "Either ya can tell us somethin' that'll be helpful, or we're back to square one."

"I know how you can reach your friend," Grubber explained. "I saw something earlier, when I was trying to get away from you guys. It looked like a giant cannon of some sort."

Braeburn let out a gasp, he knew what that could be! "Pinkie's E-Z Bake Cannon! Of course, why didn't I think of it before?! You know where it is?!"

Grubber nodded, reluctantly freeing a claw to point. "It's right there!" The direction he pointed in indicated the cannon was just a block or two away. But even that short distance was all but impossible with the raging tornado that continued to blow and sweep across the land.

"How are we supposed to reach it without getting sucked into the funnel?!" Soarin demanded of Grubber. "Is this all some kind of trick to take us out of commission and foil our rescue attempt?!"

"Please, I'm being sincere!" Grubber pleaded to the group. "Let me go and I'll bring the cannon to you! I'm small enough, if I stay low to the ground I should be able to stay out of the vortex!"

"I don't know about this." Soarin remarked with suspicion.

But Princess Skystar protested. "We don't have any better options. Let him try. We need all the help we can get."

And so it was reluctantly settled, Grubber was grabbed by Fancy Pants' magic and set down. Then the hedgehog slowly crawled his way over to the massive cannon and its fuse, pushing them back towards the others. "Climb in, quickly!" He instructed. "I can't hold on much longer!"

The stallions all clambered into the dimly lit barrel of the bake cannon, Braeburn even dawning a helmet. "We're all set!" He declared. "Light 'er up, Spike!"

Taking a deep breath, Spike breathed fire onto the fuse and ignited it. Soon the burning fuse reached the cannon, just as Grubber felt himself be picked up by the whirlwind! "Good llllllllllllluuuuuuuuccccccccccckkkkkkkkkk!" He shouted as he was sucked up, just before the cannon fired!

" _Hang on, Shining! We're coming!_ " Braeburn thought to himself, as the stallions began to rapidly fly through the air and towards the castle balcony!

* * *

On the balcony, the Storm King was laughing as he pointed his staff at the two ponies his gaze was currently fixed on. "How wonderful, you're both together. So that means you can share the same fate," He coldly taunted. "And when you meet the big mare upstairs, tell her the Storm King says hi and sends his regards."

But before he could act, the creature heard what sounded like screaming. When the Storm King turned to look he was suddenly struck from behind and the staff was knocked out of his grasp!

The stallions didn't stop until they had collided with Shining, much to the bewilderment of Tempest who didn't know what to think or do.

"Woo-hoo! That was a blast! Get it?!" Braeburn giggled as he removed the helmet.

"We're _never_ doing that again," Fancy Pants retorted. "I quite like my hooves on solid ground, thank you."

When the prince finally came to his senses and realized what had happened, he was all but beside himself with joy! "You guys came back for me, even after all I said and did! Seriously, what did I do to deserve such amazing friends?!"

"Uh, not that I mean to spoil the mood but now's not the time!" Soarin protested, pointing a hoof towards the staff that was now embedded in one of the stain glass windows of the throne room. "This isn't over yet!"

And indeed the Wonderbolt stallion was right, for at that very moment the Storm King finally spanned out of his stunned state. His strong opal eyes immediately locked onto the staff, and he began to inch his way towards it (the blast had taken a lot out of him).

"Go!" Big Macintosh encouraged to Shining! "Get the staff and put an end to this nightmare!"

The alicorn shook his head. "I'm not leaving you guys again! This isn't about you or I, it's about Equestria! We'll do this together!"

"Then let's stop talking and go!" Soarin insisted.

Working together the stallions formed a make-shift tower and started making their way towards the staff, quickly overtaking the Storm King and passing him by.

"No! Don't you even dare!" The Storm King hissed as he continued to slowly inch his way forward. "That staff is mine! No one but me has the right to wield its incredible powers!"

But with his friends supporting him, Shining was able to reach out towards the staff and pull it free as he clutched it in his hooves. "Guess again, Storm King!" He taunted. "You've lost, you don't even have an army left to your name! So I suggest you surrender, unless you want to get a taste of the very magic you tried to control."

"NEVER!" The Storm King bellowed as he lunged at Shining! Just then the throne room windows began to shatter, and the tornado began to envelope the outer edges of the castle!

Shining soon took notice of the fact that the Storm King had grabbed onto one of his legs, thus dividing the prince's attention. "What are you doing?! Let me go, or we'll both be sucked in!" He pleaded with the king.

The Storm King only laughed with sadistic glee as he declared. "Don't you see, prince! This is the **ONLY** way it could possibly end! You, me, one last ride! Together we'll ride this baby all the way up to the heavens! And we'll see who is _truly_ worthy of being called 'King of Storms'!"

"Shining!" Braeburn nervously cried out. "I'm losin' ya!"

Then Shining looked up at the raging vortex, and then told Braeburn. "Let go! At least you'll all be safe."

"No! We're not losin' ya!" Braeburn protested. "We never should've left you behind on the beach!"

"Braeburn, please, this time I'm truly putting you guys first!" The alicorn insisted. "If you all get sucked up with me, all of our efforts will be for nothing! Whatever happens to me, you guys have to keep going! It's been an honor knowing and serving with you all, I'm proud to have called you my friends!" Then he freed his legs from Braeburn's grasp, and he and the Storm King were swept up by the funnel, Shining still clutching the staff in his front hooves.

"Noooooooooooo!" Braeburn cried in horror! But he could only watch helplessly as his friend disappeared into the vortex, which faded but a moment later. Albeit with no sign of the two that it had pulled in during its last moments.


	20. Still Alive

Braeburn and the rest of the stallions couldn't bring themselves to say or do anything. They simply remained in their makeshift tower as the skies cleared and all the storm clouds disappeared one by one. There was no trace of Shining Armor anywhere.

"I... can't believe it. He's actually gone," Soarin finally commented and broke the silence. "After all that, after all the hardships, he still sacrificed himself for us."

"What are we gonna tell Twilight and the others?" Fancy Pants pondered. "How are we going to explain that we let this happen?"

But Braeburn only shook his head. "There was nothin' we could've done. I get the feelin' this was all destined to happen one way or another."

"But that's ridiculous!" Thunderlane complained. "How could this be the only outcome possible?! Surely there had to be something we could've said or done to prevent this!"

"It's pointless to think about what could've been, it ain't gonna bring him back," Big Macintosh declared. "'Best if we all start thinkin' 'bout how we're gonna break the news to everyone and put the pieces back together."

However, at that very moment a ray of sunshine shone down from above. The stallions all looked up and their mouths collectively dropped wide open! It couldn't be, could it?!

It was! Shining Armor descended from the sky with the staff firmly clutched in his hooves and looking none the worse for wear. "Hey guys." He greeted.

Big Macintosh was the first to speak, once he found his voice that is. "What are you? Some kind of ghost?"

Shining laughed as he shook his head. "A ghost? Me? I don't think so. I'm as real as real can be. But if you don't believe me, see for yourselves."

His friends all came running over and embraced him openly, tears welling up in their eyes. "How did you survive?" Fancy Pants questioned. "We all thought you were... you know."

"The vortex mercifully spit us out just before it broke apart," Shining explained. "I was then able to fly up with the staff and get to safety. As for the Storm King, somehow I doubt that whirlwind was enough to finish him off for good. But I get the feeling he won't be bothering us again anytime soon. If he's smart, he'll lay low, lick his wounds, and hope no one picks him off in his weakened state."

The stallions just continued the embrace, relieved beyond a doubt that their best friend was still with them in the world of the living.

* * *

From afar Tempest observed the whole scene silently. It made no sense at all how Shining Armor could've survived with no magical powers of his own to counter the Storm King. And yet here the prince stood, triumphant, with the Storm King nowhere to be seen.

The broken horned unicorn simply let out a soft sigh and began to turn and trot away. " _Guess I'd better go find Grubber and get out of here before somepony tries to hunt me down. Oh well, I survived on my own before and I can do it again if I must._ " She thought to herself.

But all of a sudden the sound of panting and grunting caught Tempest's attention. She spun around, and what she saw struck her with horror!

The Storm King was climbing up the balcony, clutching one of the magical bombs he'd given to Tempest with which to capture the alicorns. "Still alive, fools!" He bellowed as he began to pull himself over the balcony ledge! "TIME TO DIE!" He shouted at the top of his lungs and threw the bomb directly at the still largely unsuspecting stallions!

Tempest barely even noticed as she charged forward, her sights locked on the Storm King! It never even crossed her mind that she was risking her life for the same ponies she'd previously hunted down. All that mattered to her was keeping the stallions safe no matter what the cost may be. "NO!" She cried, lunging forward and tackling the Storm King just as he was in the midst of throwing!

"What?! NO!" The Storm King cried in protest, and that was the last thing he said before the close range bomb detonated! The green mist enveloped both him and his former commander, turning them both into crystal. But while Tempest was pulled safety with the magic of the staff, the Storm King was not so lucky. His crystallized remains plummeted off the balcony and onto the palace's front step, where they shattered into pieces! The Storm King was nomore.

* * *

With his friends surrounding him, Shining clutched the staff as he pulled Tempest's crystallized body towards him.

Though still in a state of shock, it took but a moment for the stallions to process what had just transpired.

"Whoa! She... saved our lives!" Thunderlane realized.

"I have to admit, that was quite the gutsy move she just pulled," Soarin commented. "Never would've imagined we'd end up saved by the likes of her. But then, this whole adventure has been full of surprises."

"What are we gonna do now, Shining?" Fancy Pants questioned his friend.

Shining looked down at the staff very briefly, before he firmly declared to his friends. "There's only one thing we _can_ do! Use the magic in this staff to return everything to normal, then give the magic back to its rightful owners and destroy this object before it falls into the wrong hooves."


	21. Songbird's Concert

Restoring those trapped in crystal was easy, the staff obeyed without question. And when the princess were freed their magic returned to them as if it had never left. And once Tempest was free and Shining had regained _his_ magic it was a simple matter to blast the staff and reduce it to ash.

The princesses blinked and rubbed their eyes, not to mention stretched their wings. Princess Celestia was the first one to speak up, and her tone of voice made it sound as if she'd just awoken from a long nap. "What happened?" She questioned in earnest. "How long have I been out?"

"I wish I had an answer, sister, but my mind too is drawing a blank," Princess Luna commented with a yawn. "I haven't felt this 'out of the loop' as the foals say since I got back from the moon."

"Where's Flurry Heart?! Is she okay?!" Cadence exclaimed as she rushed over to her husband. "Shining, what is going on here?! The throne room is a mess!"

"Do none of you remember anything at all?" Shining questioned the other alicorns. They all nodded in confirmation.

"The last thing I can remember was warning Luna to go find Queen Novo of the hippogriffs," Celestia explained to Shining. "And I was cut off mid sentence. But after that, nothing. It's like my mind went blank."

"And the last thing _I_ remember was heeding your advice and preparing to flee," Luna declared. "Which begs the question: What happened to us, and more importantly what unfolded while we were out?"

Shining massaged the back of his neck with a hoof. "It's a very long story, princesses. You were trapped in crystal and had your magic stolen. But you'll be happy to know that the Storm King has been defeated and destroyed."

"And what of his commander, Tempest Shadow?" Cadence inquired.

"She has surrendered," Shining reported. "And Cadence, if you're worried about Flurry Heart, you needn't be. She's safe with Twilight, Sunburst, and Starlight. They fled to Ponyville and took shelter in the Everfree Forest with Zecora."

Cadence breathed a much needed sigh of relief. "Thank goodness. When I didn't see her with you I instantly thought the worst."

The prince could only laugh. "Cadence, this _is_ Flurry Heart we're talking about here. She could take on a whole army just by sneezing."

Cadence laughed too. "That's true, Flurry Heart is practically an army unto herself. Celestia knows the 'adventures' she gets up behind our backs."

"Oh, I was not aware that I was so popular an expression," Celestia commented with a face that seemed more bemused than upset. "Quite a fitting one at that. Though I _am_ curious, do ponies say the same about my sister, or is it reserved for me solely because I've been around longer?"

"Sister, now is really not the time for such trivial details," Luna half commented/half whined. "If the throne room of all places is in such an appalling state there's a good chance the entire city is far worse. And chances are we've been out for more than a day, if not a week. Our subjects will start to grow worried if we're not there to reassure them."

Celestia nodded. "You're right, Luna. My curiosity can wait. For now, it's important that we put the pieces back together and bring some sense of normalcy back to Equestria," Then in a more serious tone the sun princess commented. "I have a feeling we're going to be very busy for the next several weeks, perhaps even longer than that."

"Worry not, sister. As always, we'll get through it together." Luna reassured Celestia, and the two shared an embrace.

Shining reluctantly cleared his throat. "This is probably not the best time to ask, but do you think we could still hold the Friendship Festival? I know it's not the day of anymore, but Songbird Serenade is probably gonna be booking the first train out of here. And after all everyone's been through, a concert might be just they all need to forget about their troubles and feel safe again."

"We'll see," Celestia declared. "For now, let's survey the damage. And I would like the opportunity to have a one on one chat with Tempest. This is the first time any of my subjects has ever dared to rise up against me in favor of a foreign power."

"I'm more curious about her physical appearance," Cadence declared. "To me the stub and the scar conveys a pony who has suffered great and unresolved trauma at some point in her past."

The alicorn prince nervously chuckled. "Funny you should mention that, because I had a chance to learn Tempest's backstory. You would not _believe_ what kind of hardship she's been through."

* * *

Songbird Serenade was most surprised that her concert was allowed to go on as planned, and that the stage needed very little in the way of repair. It had suffered some cosmetic damage, but the structure remained unharmed and closer inspection revealed it to be as sturdy as it had been on the day of the attack. The tornado had mercifully spared it.

She was even more surprised by some of the last minute additions provided to her show, all of the former Storm Guards. As it turned out they had been deposited just outside Canterlot, and royal guards had found them holed up in a cave feeling quite sorry for themselves.

"You really sure this is a good idea, Captain?" Flash Sentry asked as Songbird Serenade finished rehearsing. "I mean, these guys obeyed every order Tempest gave them without question and caused a lot of misery and mayhem. They deserve far worse than this."

"I understand how you feel, Flash," Shining reassured the pegasus. "They'll all be tried individually in due time. All of the Storm King's associates will face justice, including Tempest and Grubber. Regardless of their defection the fact remains that they _were_ allied with an enemy of Equestria and for that there must be consequences. For now though, I think these Storm Guards deserve some public humiliation and public service. From what Thunderlane told me, most of these guys only joined when the Storm King gave them no other choice and he didn't exactly pay or treat them well."

Flash nodded and smiled. "I see. Give 'em a taste of a better life, and hope that the humiliation will scare 'em straight. That's why _you're_ the captain."

Shining couldn't resist ribbing Flash a little over that statement. "Don't get any ideas, Flash. I'm not looking to retire anytime soon. And you already have a high ranking position leading the Crystal Guard," In a more serious tone he added. "But all the same, thanks for being there for my sister and my daughter and their circle of friends. I'm proud of you for keeping them safe."

Then a hush fell over the crowd as a spotlight shoned on the center of the stage. Spike came strolling out onto it, decked out in sunglasses and a black jacket. "Mares and gentlestallions, colts and fillies of all ages, and visitors to our fair kingdom!" He spoke into a microphone he held in his claws. "It's the moment you've all been waiting for! It gives me great pleasure to introduce to you tonight, the one, the only, Songbird Serenade!" The crowd burst into thunderous applause! "And as an extra treat," Spike went on. "Please welcome her new back-up dancers!"

Songbird Serenade came strolling out onto the stage, accompanied by the Storm Guards dressed in embarrassing pink tutus, and Capper decked out in a freshly repaired red jacket and a purple top hat with a feather in it (and matching cape). "Alright ponies and non-ponies alike!" Songbird Serenade called to the energetic crowds! "This one goes out to the brave Prince Shining Armor and all his friends, who without their courage and sacrifice, none of us would be here to enjoy this wonderful concert!" And then the music began to play, as the singer started belting out her newest tune:

 _So, we wanna stay,_

 _But we can't find peace while sittin' still._

 _I guess we never will._

 _We're on the way,_

 _We won't hurry back again._

 _The journey is the end (oh)!_

 _Oh I love this very moment,_

 _We're speedin' up, not slowin'._

 _We might know we can't quite win,_

 _But we're brave enough to try._

 _We're going, there's no maybe,_

 _That's why they call us crazy._

 _And we'll say if anypony asks us:_

 _"Hey (hey!), just where you gonna go?"_

 _We're off to see the world!_

 _And we don't need to know (oh)!_

 _"Hey (hey!), just where you gonna go?"_

 _We're off to see the world!_

 _And we don't need to know!_

 _Yes, we never need to know,_

 _Seekin' boundaries to break._

 _Let's forget the ones we've made._

 _So we carry on,_

 _Don't let good things pass us by._

 _The time we're gone will be the best time of our life!_

 _Oh I love this very moment,_

 _We're speedin' up, not slowin'._

 _We might know we can't quite win,_

 _But we're brave enough to try._

 _We're going, there's no maybe,_

 _That's why they call us crazy._

 _And we'll say if anypony asks us:_

 _"Hey (hey!), just where you gonna go?"_

 _We're off to see the world!_

 _And we don't need to know (oh)!_

 _"Hey (hey!), just where you gonna go?"_

 _We're off to see the world!_

 _And we don't need to know!_

 _So go tell 'em we won't stop,_

 _We know they can't change us._

 _We're gonna go way off the map,_

 _To get ourselves back on the track._

 _Go tell 'em we won't stop,_

 _We know they can't change us._

 _No need to worry so much,_

 _'Cause we do whatever we must(oh)!_

 _"Hey (hey!), just where you gonna go?"_

 _We're off to see the world!_

 _And we don't need to know (oh)!_

 _"Hey (hey!), just where you gonna go?"_

 _We're off to see the world!_

 _And we don't need to know (oh)!_

 _Ohhhh-oh-oh-oh-oh-oh!_

 _Ohhhh-oh-oh-oh-oh-oh!_

 _Ohhhh-oh-oh-oh-oh-oh!_

 _Ohhhh-oh-oh-oh-oh-oh!_

* * *

While the concert was unfolding and ponies were clapping and singing along, Shining happened to look up in the sky and notice something that hadn't been planned for the concert, fireworks. Out of curiosity he glanced over the crowd, and saw the fireworks emerging from the stub on Tempest's forehead.

Curiously the prince turned to the broken horned unicorn. He knew that she and Princess Celestia had met briefly, but the exact nature of their conversation remained a mystery to him. However he was more interested in the fireworks display she had just launched. "Very impressive, Tempest," He commented to her. "To think you can do all that without a horn."

Tempest simply replied. "It's the least I can do to begin to make amends for what I've done. Besides, you remember that detail earlier about how I'd show everyone just what I can really do?"

Shining nodded. "You never _did_ elaborate on that."

The mare slowly curved the corners of her mouth into a smile, the first genuine smile she had smiled in what felt like forever. "Well, this is part of it," She proceeded to question the alicorn. "Do you think it's possible alicorn magic could restore my horn? Just out of curiosity?"

"I wouldn't know I'm afraid," Shining confessed. "My sister and former student are the magical experts, even my dad knows more about the technical aspects and limits of magic than I do. But even if you _did_ get your horn back and your physical scar healed, the emotional scars of that Ursa Minor incident wouldn't go away. Emotional wounds don't heal the same way physical ones do."

Tempest sighed. "Guess I should've expected that. But perhaps it was always meant to be."

"It doesn't matter what could've been, it only matters what _can_ happen," Shining explained. "Focus on the present, not the past."

The broken horned unicorn appeared to nod. "I'll consider that," She commented and then grinned. "But for now, it looks like someone _else_ has a pressing urge to meet with you."

The prince was about to ask who Tempest was referring to, when he heard Princess Skystar cry out. "Mother!" And sure enough, who should appear amidst the crowd but Queen Novo herself, her fins now replaced with talons.

Queen Novo embraced her daughter in a hug even as she motherly declared. "You are _so_ grounded, missy." Skystar could only gulp in reply.

And Skystar wasn't the only one nervous about seeing the queen of the hippogriffs again. Shining could feel a cold sweat working its way down his neck. "Your majesty," He greeted with a bow. "What an... unexpected surprise to see you. May I ask what brings you here on such short notice?"

Queen Novo looked at the prince, her expression was hard to judge exactly but it seemed to be a mix of anger and gratitude. "Well, I was only here originally to pick up my daughter. But now that I hear the Storm King has been... taken care of so to speak, I wish to have a chat with Princess Celestia regarding your behavior." Now it was Shining's turn to gulp.


	22. Diplomacy

Princess Celestia had just finished sweeping away the last of the rubble in the throne room, when the doors suddenly swung wide open. She spun around in time to see Queen Novo enter, alongside a rather anxious looking Shining Armor. Novo herself didn't look particularly happy, though her actual expression was hard to judge.

Still the sun princess tried her best to be hospitable toward her guest. "Oh, Queen Novo, what a lovely yet unexpected surprise," She warmly greeted. "To what do I owe the pleasure of this visit?"

Queen Novo looked across to Shining really quick, then locked eyes on Princess Celestia and told her firmly. "I wish I could say it was for pleasant formalities, princess, but then I'd be a liar. Celestia, dear, there's something we need to discuss. And it involves your 'Captain of the Royal Guard' so to speak."

Celestia was taken aback at Novo's statement. "What about him? I know he visited you about a day or two ago, and that your daughter joined his friends in helping to take back Canterlot."

"Well that's exactly what I need to discuss with you," Novo declared in a stern tone of voice. "I get the feeling he didn't tell you every little thing that went down when we visited. But he tried to make off with the Pearl of Transformation. Or rather, he claimed he merely wanted to _study_ it."

"'The Pearl of Transformation'?" Celestia pondered. "You'll have to forgive me, I am not very familiar with your seapony ways and your Seaquestria kingdom. I was never aware you'd cut off ties to the outside world."

Novo only shook her head. "You couldn't have known, but that's not what's important. What _is_ important is that your captain here attempted to steal the very thing that protected my kingdom from the Storm King. And all while sending his friends to distract my daughter and I in the hopes we wouldn't notice."

But Shining spoke up in protest. "Novo, please, leave my friends out of this. They had no part in it. It was never my intention to have them win you over, just so I could borrow the Pearl of Transformation for study. I had no idea their song and dance would charm even the likes of you," Then he added. "And it seems your daughter chose willingly to side with them after you kicked us out, knowing full well what would happen if you caught her. You have every right to be mad with me, but don't drag others into this just for associating with me."

Now it was Celestia's turn to look disappointed. "So you admit this is true, Shining Armor?" She questioned with a frown.

"As much as I wish it wasn't, it is," Shining reluctantly confessed to the princess. "I won't pretend my actions were for some greater good, because they weren't. I know now that they were selfish and short-sighted. But at the time all I could think about was the fact that we'd come all that way and had nothing to show for it."

Celestia sighed, her frown only increasing. "Shining Armor, I am so disappointed in you," She scolded in a tone that sounded not unlike a mother lecturing her child for bad behavior. "I thought you of all ponies would know better. Your actions could've and probably _did_ cause an international incident."

Shining could only hang his head in shame. "Believe me, princess, I know that. And you're not the only one who was disappointed in my decision, my friends gave me quite the earful for it and they were right. What I did was wrong, I won't deny that. And I also know that simply saying sorry won't undo any of what I did."

"My thoughts exactly," Novo declared in a neutral tone of voice. "Regardless of your intentions and regardless of the clear regret you have for them now, I simply cannot let such a heinous action go unpunished. The only question is: What should I do with you?"

With a gulp, the prince pleaded to Novo. "Before you make up your mind, I _would_ like to point out that my actions, as inconsiderate as they were, _did_ inadvertently lead to the Storm King's demise."

"And your point is?" Novo questioned.

The prince continued. "Well, now you don't have to hide underwater anymore. You can go back to being hippogriffs and living on Mount Aris. So, in a way, attempting to steal the pearl sort of worked out for the best in the end for everyone. Though I understand that the Storm King likely could've been defeated had I _not_ tried to swipe the pearl," Then he proceeded to bow his head. "Whatever you decide is fitting, I shall obey. If you want to ban me from ever again setting hoof into your kingdom, I'll understand."

* * *

For a moment a tense and uncomfortable silence hung over the throne room, no one dared to speak a word. At last, Novo cleared her throat. "I've been thinking long and hard about how to punish you, prince," She told Shining Armor. "It must fit the crime, obviously. But you're right about the Storm King, and for that my subjects would no doubt argue that it would be wrong to forever ban the hero who allowed us to be free. Even if it was for an offense such as stealing," She paused, putting a claw to her chin. After a bit of pondering she added. "Effective immediately, I shall be banning you from both of my kingdoms. But only for a period of a few months while we rebuild and move on. Once things are back to normal, your ban shall be lifted on the condition that you never again try to steal from us."

Shining was both relieved, and also more than a bit confused by Novo's declaration. "Your _kingdoms_?" He questioned. "Forgive me, your majesty, but I believe you misspoke. Either that or my hearing is on the fritz."

But much to the alicorn prince's surprise, Novo threw back her head and laughed. "You haven't misheard, prince. I did indeed say kingdoms. It's actually quite simple," She proceeded to explain. "You see, some of my subjects have longed for the chance to be hippogriffs once again, including my brother-in-law Sky Beak. But others, like my sister Ocean Flow have gotten used to being seaponies and don't want to give that up and move back to Mount Aris. After I forced all my subjects to become seaponies so we could hide, I owe it to them to let them all decide for themselves what they want to be and where they want to live. There are even some that, like myself, will choose to live in both places. Mount Aris and Seaquestria shall _both_ be kingdoms."

"Oh, I see," The prince realized. "But how do you plan on ruling over both kingdoms?"

Novo just grinned. "That's for me to know and you to find out someday. For now though, I wish solely to return to Seaquestria with my daughter and break the news to my subjects about the Storm King's defeat," Then she approached Princess Celestia and spoke to her. "Princess, I owe you an apology."

"Whatever for, Novo?" Celestia pondered with the most puzzled look on her face.

"For hiding away and ignoring your nation's cry for help," Novo explained. "When my husband sacrificed himself to ensure my daughter and I could escape the Storm King's wrath, I convinced myself that the only way to survive and overcome the pain, was to hide under the water and avoid all contact with the surface world. But I see now that I was wrong, all I accomplished was leaving my kingdom isolated and alone, when we could've been working together with other nations to better prepare for the Storm King's return. For no nation or kingdom for that matter, no matter how strong, can long survive on its own. Without allies even the best of powers will fall in time."

Celestia simply bowed to Novo. "I too must apologize. I heard rumors about the Storm King invading Mount Aris long ago, but it I was so giddy at the knowledge that Luna's banishment would soon be over, that I allowed myself to ignore more pressing matters. Had I looked into things on my own, I probably would've learned the truth much sooner than this. And perhaps I could've found a way to have this chat that needed to be had."

"Well at least we agree now that there will be no more hiding and no more barriers between us," Novo declared. "Our kingdoms shall stand united once again, and this time better than ever."

"And I hope that someday, in the not too distant future, you and I can be friends," Shining spoke to Novo. "I know that trying to be friends now would be difficult after all that has happened."

Novo shook her head. "Nonsense, prince. Regardless of how I may feel about your past transgressions, I am willing to consider you a friend. For all who dwell in Equestria are now my friends, and by extent that means you," She was quick to add, however. "This doesn't change your punishment though. You are not to set one hoof into either of my kingdoms until I have said otherwise. Disobey me, and the banishment shall be permanent."

"I understand, your majesty." Shining bowed. And then he and Celestia watched as Novo departed from the throne room without another word.

* * *

Now alone with the pony he often looked up to as a mentor, role model, and even mother, Shining gazed into Celestia's eyes and asked the sun princess. "Do you too wish to punish me for my actions? I'll understand if you wish to have me dishonorably discharged from the royal guard."

But Celestia waved a hoof. "Nonsense, Shining Armor. I wouldn't dream of it. You are perhaps the best Captain of the Royal Guard I have ever seen. I know you made a mistake, but I also know that you are truly sorry for what you've done. I didn't terminate you from your post when Discord took over your mind now did I?" Shining shook his head. "So why would this be any different? Even Queen Novo herself doesn't hold hostilities against you, and she has already given you a fitting punishment. I simply hope you won't make such a rash mistake again."

Shining firmly nodded. "Trust me, princess, I won't. You have my word on that."

Celestia smiled. "Good," And then she changed the subject. "Now then, please go and fetch Tempest. There are some things the two of us need to discuss, alone."

"I thought you'd already spoken with her?" Shining commented as the most confused expression worked its way onto his face.

"With the other princesses, yes," Celestia explained. "But with your insistence that we hold Songbird Serenade's concert as soon as possible, there wasn't much for a meaningful chat about all that she's done wrong and why she did it. Even if she played a role in vanquishing the Storm King, the fact remains that she sided with a foreign power and aided in an attack on Equestria's capital. Those are serious offenses that cannot simply be overlooked."

Shining reluctantly nodded in response. "I understand, princess. I'll go and fetch her at once," But before he left he advised Celestia. "Just try not to be _too_ hard on her."


	23. Tempest's Secret

After fetching Tempest and delivering her to Princess Celestia, Shining Armor waited impatiently outside the throne room. Whatever would be discussed between the two he would not hear. And unfortunately for the prince he wanted nothing more than to be there to vouch for Tempest, to encourage her to share the same story she had told to him.

But everything was now out of his hooves. There was nothing he could do except wait.

At long last, after what seemed like an eternity of waiting, the throne room doors swung open and Tempest came trotting out. She remained clad in her armor, and her expression was difficult to read.

Reluctantly the alicorn approached her and questioned. "So, what happened?"

A long sigh escaped Tempest's lips, but the words were slow to form. It took her a few minutes to finally explain. "Princess Celestia has decided on my punishment. I've been sentenced to mandatory community service for the next several months. And in exchange for dropping the charges of treason, I'm to testify in the trials of all the Storm King's associates."

"And Grubber?" Shining questioned.

"Seeing as the worst he did was expose your friends' cake scheme, he's received a pardon," Tempest explained. "And I hear he's going to be the new junior chef here in Canterlot," A genuine smile formed on her lips as she added. "At least he'll finally get to live out his dream."

Shining nodded and smiled back. "Well, I'm glad that Princess Celestia was kind to you. If you had just come to her and the other princesses from the start, all of this could've been avoided."

"Maybe," Tempest agreed. "I suppose I _did_ play a role in bringing about the Storm King's demise and restoring the rightful government to power. But I get the feeling that other ponies and nations won't be so easily convinced."

"All you can really do is put yourself out there and give them a chance to see that you _have_ changed," The prince encouraged. And then he pondered. "By the way, why are you still wearing that armor? I don't believe I've ever seen your cutie mark."

"I suppose I just feel an attachment to it," The broken horned unicorn commented in reply. "In a way this armor has become a part of me. But..." There was a long pause. "I suppose I... could let you see my cutie mark. For I _am_ a pony, and a cutie mark is a part of me whether I admit it or not."

Lifting her armor, Tempest allowed her lower body to be fully exposed. Shining's eyes drifted towards her flanks, and spotted a cutie mark depicting fireworks similar to the ones Tempest had shot off during the concert, but they seemed to wrap around in a spiraling motion. "Wow, Tempest!" Shining exclaimed! "I don't know why you would want to cover up something like that! I know a lot of ponies who'd be jealous to have a cutie mark even remotely close to what you have! And I think it symbolizes the beauty you can bring out, and the great joy you can bring to others."

"I guess that's one way of looking at it," Tempest considered. Then with a blush she nervously added. "But actually, Tempest isn't my _real_ name."

The prince was intrigued by the statement. "Oh? And what _is_ your real name?"

Tempest's blush only grew fiercer. "I'd... rather not say. It's kind of embarrassing."

But Shining only insisted. "Tempest, please. It's not healthy to keep secrets like that, it makes it harder for ponies to trust you."

"Well... if you... _really_ want to know," Tempest reluctantly began after a moment of hesitation. She leaned close to the prince and whispered in his ear. "My real name is actually Fizzlepop Berrytwist." And then she blushed anew.

"Oh," Shining began and he had to step back and put a hoof over his mouth to keep from laughing. A few muffled giggles still slipped out though. He quickly regained his composure though and continued. "Well that's... er... quite a name."

The broken horned unicorn reluctantly nodded in agreement. "Let's just say my parents weren't the greatest at naming. Even as a blank flank filly I always insisted on just Fizzle or Fizzy. Tempest was a name I gave myself after I ran away, both because I didn't want anything associated with my troubled past, and because I knew no one would take me seriously with a name like... well, you already know."

"I understand," Shining nodded. "Don't worry, I won't tell a soul."

"See that you don't," Tempest cautioned. "Whatever the baggage may be, I'd rather be known as Tempest Shadow."

* * *

"So, where will you go, exactly?" The prince asked Tempest as they looked out on the city of Canterlot from one of the stained glass windows.

"Wherever the wind takes me, I guess," Tempest replied to him, her tone of voice sounding noticeably unsure. "I must spread the word of the Storm King's defeat and make good on the second chance I've been given."

"You know, Tempest, I could always make some arrangements for you," Shining offered. "You could come and live in the Crystal Empire with me, there'd probably even be a place for you in the Crystal Guard with your impressive skills. Or I could even have you be sent to Ponyville to live with my sister. I'm sure she'd love to have a student of her own, and maybe with her help you could devise a way to get your horn back."

But Tempest only shook her head. "Thanks for the offer, prince, but I must decline. I've got a lot of thinking to do, and so many wrongs to right. But one day when I feel I am ready, I _will_ come back."

"And I'll look forward to that day." Shining nodded.

Tempest agreed. And then she added. "Be sure to tell Grubber that I said goodbye. And that I appreciate him and you for not giving up on me, even when I'd long given up on myself."

"Not to worry, I'll ensure he gets the message." The prince agreed. And then he watched as Tempest turned and trotted away. In contrast to their first meeting, she seemed to be much warmer and friendly in overall appearance. But there was still a lingering sense of trauma, from wounds that would likely dull but not completely fade in time.


End file.
